AMENDMENT NO. 1 dated as of January 31, 2022 (this “Amendment”), to the FIRST LIEN CREDIT AGREEMENT dated as of October 15, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit...

Exhibit 10.1

AMENDMENT NO. 1 dated as of January 31, 2022 (this “Amendment”), to the FIRST LIEN CREDIT AGREEMENT dated as of October 15, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment, the “Credit Agreement”), by and among GANNETT CO., INC., a Delaware corporation, GANNETT HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the GUARANTORS from time to time party thereto, the LENDERS from time to time party thereto and CITIBANK, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”). Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS pursuant to the Existing Credit Agreement, the Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein;

WHEREAS the Borrower intends to incur Incremental Term Loans in an aggregate principal amount not to exceed $50,000,000 (the “Incremental Term Loans”) in accordance with Section 2.13 of the Credit Agreement, which Incremental Term Loans shall, on the Amendment Closing Date (as defined below), become part of the same Class of Loans as the Term Loans outstanding under the Existing Credit Agreement immediately prior to the Amendment Closing Date (the “Existing Term Loans”);

WHEREAS the Borrower has requested that the financial institutions set forth on Schedule I hereto (the “Incremental Term Lenders”) commit to make the Incremental Term Loans on the Amendment Closing Date (the commitment of each Incremental Term Lender to provide its applicable portion of the Incremental Term Loans, as set forth opposite such Incremental Term Lender’s name on Schedule I hereto, is such Incremental Term Lender’s “Incremental Term Commitment”);

WHEREAS the Incremental Term Lenders are willing to make the Incremental Term Loans to the Borrower on the Amendment Closing Date on the terms and subject to the conditions set forth herein;

WHEREAS this Amendment constitutes an Incremental Facility Amendment under the Existing Credit Agreement;

WHEREAS the Borrower has requested that the definition of “Permitted Restricted Payments” in the Existing Credit Agreement be amended to permit the Borrower to make Restricted Payments in an aggregate amount of up to $50,000,000 during the calendar year ending December 31, 2022, pursuant to a share repurchase program (the “Share Repurchase Program Payments”);

WHEREAS the Lenders party hereto (collectively constituting the Required Lenders as determined immediately prior to the Amendment Effective Date) are willing to amend the Credit Agreement to permit the Share Repurchase Program Payments on the terms and subject to the conditions set forth herein;

WHEREAS Section 2.08 of the Existing Credit Agreement permits the Borrower, and the Administrative Agent to amend the Existing Credit Agreement to replace the LIBO Rate with a Benchmark Replacement upon the occurrence of an Early Opt-In Election, subject to the terms set forth in such Section 2.08(a);

WHEREAS the Administrative Agent and the Borrower have made the joint election to trigger a fallback from the LIBO Rate and the posting of this Amendment to the Lenders on or around January 31, 2022 shall constitute notice of such election to the Lenders;

WHEREAS pursuant to and in accordance with Section 2.08(a) of the Existing Credit Agreement, the Borrower and the Administrative Agent have agreed to amend the Existing Credit Agreement as set forth in Section 2 hereof; and

WHEREAS the Lenders party hereto (collectively constituting the Required Lenders as determined immediately prior to the Amendment Effective Date) are willing to waive the notice period required in clause (3) of the “Benchmark Replacement Date” definition in the Existing Credit Agreement as in effect immediately prior to Amendment Effective Date.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Incremental Term Loans.

(a) Subject to the satisfaction of the conditions precedent set forth in Section 4 and Section 5 hereof, each Incremental Term Lender agrees, severally and not jointly, to make, on the Amendment Closing Date, an Incremental Term Loan to the Borrower in an aggregate principal amount equal to its Incremental Term Commitment. The Incremental Term Commitment of each Incremental Term Lender shall automatically terminate upon the making of the Incremental Term Loans on the Amendment Closing Date. The proceeds of the Incremental Term Loans shall be used by the Borrower (i) on the Amendment Closing Date to pay all fees and expenses of the Borrower payable in connection with this Amendment and any amendments to the Notes Indenture and the Senior Secured Notes Indenture entered into to permit the Incremental Term Loans and the Share Repurchase Program Payments and (ii) for working capital and other general corporate purposes (including Permitted Acquisitions) of Holdings, the Borrower and its Restricted Subsidiaries. The transactions contemplated by this Section 1(a) are collectively referred to as the “Incremental Facility Transactions”.

(b) Immediately upon the consummation of the Incremental Facility Transactions, each reference to the terms “Term Loan Lender” and “Lender” in the Loan Documents shall be deemed to include the Incremental Term Lenders.

(c) On and after the Amendment Closing Date, all Existing Term Loans and all Incremental Term Loans shall constitute the same Class of Loans for all purposes of the Credit Agreement, which Class of Loans is designated “Term Loans” in the Credit Agreement; and for the avoidance of doubt, shall have the same terms, including, without limitation, as to guarantees, security, maturity and interest.

(d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Incremental Term Loans on the Amendment Closing Date, all such Incremental Term Loans are included in each Borrowing of Existing Term Loans on a pro rata basis.

(e) The initial Interest Period for all Term Loans (including, for purposes of clarity, the Existing Term Loans (after giving effect to the conversion from LIBO Rate to Term SOFR on the Amendment Closing Date and the Incremental Term Loans), commencing on the Amendment Closing Date, shall be a three-month Adjusted Term SOFR Interest Period commencing on the Amendment Closing Date and ending on March 31, 2022.

(f) The Incremental Term Loans are being incurred under clause (z)(1) of Section 2.13(a) of the Credit Agreement.

SECTION 2. Amendments to the Existing Credit Agreement.

(a) Pursuant to and in accordance with Sections 2.08, 2.13, and 12.02 of the Existing Credit Agreement, effective as of the Amendment Closing Date, the parties hereto agree that the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Credit Agreement attached as Exhibit A hereto.

(b) Schedule 7.02(e) of the Existing Credit Agreement is hereby amended by inserting the following text at the end of Part I of such Schedule:

Gannett Co., Inc. owns one-third of the membership interests in Doorfront Direct, LLC, a Delaware limited liability company.

(c) Exhibits C and E to the Existing Credit Agreement are hereby amended and restated in the forms of Exhibits B and C hereto, respectively.

SECTION 3. Representations and Warranties. Each Loan Party party hereto represents and warrants to the Agent and to each of the Lenders as follows:

(a) This Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the Amendment Closing Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date.

(c) Immediately after giving effect to the transactions to occur hereunder on the Amendment Closing Date, no Default shall have occurred and be continuing.

SECTION 4. Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when the Agent shall have received counterparts of this

Amendment that, when taken together, bear the signatures of (a) the Borrower, (b) each of the other Loan Parties, (c) each of the Incremental Term Lenders and (d) Lenders constituting the Required Lenders (as determined immediately prior to the Amendment Effective Date).

SECTION 5. Closing. This obligations of the Incremental Term Lenders to make the Incremental Term Loans pursuant to Section 1 hereof and the effectiveness of the amendments to the Existing Credit Agreement contemplated by Section 2 hereof shall be subject to the conditions precedent that the Amendment Effective Date shall have occurred and that the following conditions have been satisfied (the first such date that such conditions shall be satisfied being the “Amendment Closing Date”):

(a) the Agent shall have received a certificate of an authorized officer of the Borrower certifying (i) as to copies of the Governing Documents of the Borrower, together with all amendments thereto (including a true and complete copy of the certificate formation of the Borrower as of a reasonably recent date prior to the Amendment Closing Date by the Secretary of State of the State of Delaware), (ii) as to a copy of the resolutions or written consents of the Borrower authorizing (A) the borrowing of the Incremental Term Loans and (B) the execution, delivery and performance by the Borrower of this Amendment and (iii) the names and true signatures of the representatives of the Borrower authorized to sign this Amendment and the Notice of Borrowing to be delivered in accordance with Section 5(g) below, together with evidence of the incumbency of such authorized officers;

(b) the Agent shall have received a certificate of the Secretary of State of the State of Delaware certifying as of a reasonably recent date prior to the Amendment Closing Date as to the subsistence in good standing of the Borrower in the State of Delaware;

(c) the Agent shall have received an opinion of Cravath, Swaine & Xxxxx LLP, New York counsel to the Borrower, as to such matters regarding the Borrower, this Amendment and the Incremental Term Loans as the Agent may reasonably request, and the Borrower hereby requests such opinion;

(d) each of the representations and warranties set forth in Section 3 hereof shall be true and correct;

(e) the expenses required to be paid pursuant to Section 10 hereof, in each case to the extent invoiced at least three Business Days prior to the Amendment Closing Date, shall have been paid on or substantially simultaneously with (but in no event later than) the Amendment Closing Date;

(f) the Borrower shall have paid all outstanding interest accruing and due on the Existing Term Loans as of Amendment Closing Date;

(g) the Borrower shall have submitted an Interest Election Request requesting that the Existing Term Loans be converted from a Eurodollar Borrowing to a SOFR Borrowing with a three-month Adjusted Term SOFR Interest Period commencing on the Amendment Closing Date and ending on March 31, 2022;

(h) the Borrower shall have delivered to the Agent, in accordance with Section 2.02 of the Credit Agreement, a Notice of Borrowing with respect to the Borrowing of the Incremental Term Loans to be made on the Amendment Closing Date, which Notice of Borrowing shall specify a request for a SOFR Borrowing with a three-month Adjusted Term SOFR Interest Period commencing on the Amendment Closing Date and ending on March 31, 2022;

(i) the Amendment Closing Date shall be a Business Day on or prior to February 8, 2022; and

(j) the Agent shall have received all customary onboarding information reasonably required in order to complete necessary onboarding of the Incremental Term Lenders.

For the avoidance of doubt, (i) each of the Lenders constituting the Required Lenders (as determined immediately prior to the Amendment Effective Date) and Incremental Term Lenders acknowledge that the conditions precedent of this Section 4 have been satisfied and (ii) each of the Lenders constituting the Required Lenders (as determined immediately prior to the Amendment Effective Date) waive the notice period requirement in clause (3) of the “Benchmark Replacement Date” definition in the Existing Credit Agreement as in effect immediately prior to Amendment Effective Date.

SECTION 6. Acknowledgment and Reaffirmation. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby and (b) its guarantee of the Obligations (including the Incremental Term Loans), and the pledge of and/or grant of a security interest in its assets as collateral to secure the Obligations (including the Incremental Term Loans), all as and to the extent provided in the Loan Documents as originally executed, shall continue in full force and effect in respect of, and to secure, the Obligations (including the Incremental Term Loans).

SECTION 7. Effects on the Loan Documents; No Novation. (a) Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Agent under the Loan Documents, except as expressly provided herein. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(c) On and after the Amendment Closing Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Credit Agreement “thereunder”, “thereof”, “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement as modified hereby.

(d) This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(e) This Amendment shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement or any other Loan Document, all of which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Amendment or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

SECTION 8. Governing Law; Jurisdiction; Waiver of Jury Trial. The provisions of Sections 12.09, 12.10 and 12.11 of the Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

SECTION 9. Counterpart. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Amendment, any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar State laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Agent to accept electronic signatures in any form or format without its prior written consent. “Electronic Signature” means an electronic sound, symbol or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. All Lenders party hereto (such Lenders constituting the Required Lenders) hereby authorize and direct the Agent to execute and deliver a counterpart of this Amendment.

SECTION 10. Expenses. The Borrower hereby agrees to reimburse the Agent for its reasonable, documented out-of-pocket expenses in connection with this Amendment to the extent required under Section 12.04 of the Credit Agreement.

SECTION 11. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

HOLDINGS
GANNETT CO., INC.


By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

BORROWER:
GANNETT HOLDINGS LLC
By: GANNETT CO., INC., as its Sole Member


By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	GUARANTORS:

	BRIDGETOWER MEDIA HOLDING COMPANY
	CA ALABAMA HOLDINGS, INC.
	CA LOUISIANA HOLDINGS, INC.
	CA MASSACHUSETTS HOLDINGS, INC.
	CA NORTH CAROLINA HOLDINGS, INC.
	CA SOUTH CAROLINA HOLDINGS, INC.
	XXXXXX OHIO NEWSPAPERS, INC.
	DAILY JOURNAL OF COMMERCE, INC.
	DAILY REPORTER PUBLISHING COMPANY
	DB ACQUISITION, INC.
	DB ARKANSAS HOLDINGS, INC.
	DB IOWA HOLDINGS, INC.
	DB NORTH CAROLINA HOLDINGS, INC.
	DB OKLAHOMA HOLDINGS, INC.
	DB TENNESSEE HOLDINGS, INC.
	DB TEXAS HOLDINGS, INC.
	XX XXXXXXXXXX HOLDINGS, INC.
	FINANCE AND COMMERCE, INC.
	GATEHOUSE MEDIA ALASKA HOLDINGS, INC.
	GATEHOUSE MEDIA ARKANSAS HOLDINGS, INC.
	GATEHOUSE MEDIA CALIFORNIA HOLDINGS, INC.
	GATEHOUSE MEDIA COLORADO HOLDINGS, INC.
	GATEHOUSE MEDIA CONNECTICUT HOLDINGS, INC.
	GATEHOUSE MEDIA CORNING HOLDINGS, INC.
	GATEHOUSE MEDIA DELAWARE HOLDINGS, INC.
	GATEHOUSE MEDIA DIRECTORIES HOLDINGS, INC.
	GATEHOUSE MEDIA FREEPORT HOLDINGS, INC.
	GATEHOUSE MEDIA GEORGIA HOLDINGS, INC.
	GATEHOUSE MEDIA ILLINOIS HOLDINGS II, INC.
	GATEHOUSE MEDIA ILLINOIS HOLDINGS, INC.
	GATEHOUSE MEDIA INDIANA HOLDINGS, INC.
	GATEHOUSE MEDIA IOWA HOLDINGS, INC.
	GATEHOUSE MEDIA KANSAS HOLDINGS II, INC.
	GATEHOUSE MEDIA KANSAS HOLDINGS, INC.
	GATEHOUSE MEDIA LANSING PRINTING, INC.
	GATEHOUSE MEDIA LOUISIANA HOLDINGS, INC.
	GATEHOUSE MEDIA MACOMB HOLDINGS, INC.
	GATEHOUSE MEDIA MANAGEMENT SERVICES, INC.
	GATEHOUSE MEDIA MARYLAND HOLDINGS, INC.
	GATEHOUSE MEDIA MASSACHUSETTS I, INC.
	GATEHOUSE MEDIA MASSACHUSETTS II, INC.
	GATEHOUSE MEDIA MICHIGAN HOLDINGS II, INC.
	GATEHOUSE MEDIA MICHIGAN HOLDINGS, INC.
	GATEHOUSE MEDIA MINNESOTA HOLDINGS, INC.
	GATEHOUSE MEDIA MISSOURI HOLDINGS II, INC.
	GATEHOUSE MEDIA MISSOURI HOLDINGS, INC.
	GATEHOUSE MEDIA NEBRASKA HOLDINGS, INC.
	GATEHOUSE MEDIA NEW YORK HOLDINGS, INC.
	GATEHOUSE MEDIA NORTH DAKOTA HOLDINGS, INC.

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Senior Vice President of Finance and Treasurer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	GATEHOUSE MEDIA OHIO HOLDINGS II, INC.
	GATEHOUSE MEDIA OHIO HOLDINGS, INC.
	GATEHOUSE MEDIA OKLAHOMA HOLDINGS, INC.
	GATEHOUSE MEDIA OREGON HOLDINGS, INC.
	GATEHOUSE MEDIA PENNSYLVANIA HOLDINGS, INC.
	GATEHOUSE MEDIA SOUTH DAKOTA HOLDINGS, INC.
	GATEHOUSE MEDIA SUBURBAN NEWSPAPERS, INC.
	GATEHOUSE MEDIA TENNESSEE HOLDINGS, INC.
	GATEHOUSE MEDIA TEXAS HOLDINGS II, INC.
	GATEHOUSE MEDIA TEXAS HOLDINGS, INC.
	GATEHOUSE MEDIA VIRGINIA HOLDINGS, INC.
	LMG MAINE HOLDINGS, INC.
	LMG MASSACHUSETTS, INC.
	LMG NATIONAL PUBLISHING, INC.
	LMG RHODE ISLAND HOLDINGS, INC.
	LMG STOCKTON, INC.
	LOCAL MEDIA GROUP HOLDINGS LLC
	LOCAL MEDIA GROUP, INC.
	LOCO SPORTS, LLC
	MINERAL DAILY NEWS TRIBUNE, INC.
	NEWS LEADER, INC.
	SEACOAST NEWSPAPERS, INC.
	SUREWEST DIRECTORIES
	XXXXX NEWSPAPERS, INC.
	LMG NANTUCKET, INC.
	THE MAIL TRIBUNE, INC.
	THE NICKEL OF MEDFORD, INC.
	THE PEORIA JOURNAL STAR, INC.
	THRIVEHIVE, INC.
	UPCURVE, INC.
	W-SYSTEMS CORP.

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Senior Vice President of Finance and Treasurer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	CYBERINK, LLC
	By: GateHouse Media Pennsylvania Holdings, Inc., as its Sole Member
	ENTERPRISE NEWSMEDIA HOLDING, LLC
	By: GateHouse Media Massachusetts II, Inc., as its Sole Member
	ENTERPRISE NEWSMEDIA, LLC
	By: Enterprise NewsMedia Holding, LLC, as its Sole Member
	By: GateHouse Media Massachusetts II, Inc., its Sole Member
	ENTERPRISE PUBLISHING COMPANY, LLC
	By: Enterprise NewsMedia LLC, as its Member
	By: Enterprise NewsMedia Holding, LLC, its Member
	By: GateHouse Media Massachusetts II, Inc., its Member
	XXXXXX X. XXXXXXXX PUBLISHING COMPANY, LLC
	By: Enterprise NewsMedia LLC, as its Sole Member
	By: Enterprise NewsMedia Holding, LLC, as its Sole Member
	By: GateHouse Media Massachusetts II, Inc., as its Sole Member
	LOW REALTY, LLC
	By: Enterprise NewsMedia LLC, as its Sole Member
	By: Enterprise NewsMedia Holding, LLC, as its Sole Member
	By: GateHouse Media Massachusetts II, Inc., as its Sole Member
	LRT FOUR HUNDRED, LLC
	By: Enterprise NewsMedia LLC, as its Sole Member
	By: Enterprise NewsMedia Holding, LLC, as its Sole Member
	By: GateHouse Media Massachusetts II, Inc., as its Sole Member
	UPCURVE CLOUD LLC
	By: UpCurve, Inc.

By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Senior Vice President of Finance and Treasurer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	ACTION ADVERTISING, INC.
	ALEXANDRIA NEWSPAPERS, INC.
	XXXXXX COUNTY NEWSPAPERS, INC.
	BIZZY, INC.
	BOAT SPINCO, INC.
	CITIZEN PUBLISHING COMPANY
	DES MOINES REGISTER AND TRIBUNE COMPANY
	DESK SPINCO, INC.
	DETROIT FREE PRESS, INC.
	DIGICOL, INC.
	EVANSVILLE COURIER COMPANY, INC.
	FEDERATED PUBLICATIONS, INC.
	GANNETT GP MEDIA, INC.
	GANNETT INTERNATIONAL COMMUNICATIONS, INC.
	GANNETT MEDIA CORP.
	GANNETT MHC MEDIA, INC.
	GANNETT MISSOURI PUBLISHING, INC.
	GANNETT RETAIL ADVERTISING GROUP, INC.
	GANNETT RIVER STATES PUBLISHING CORPORATION
	GANNETT SB, INC.
	GANNETT SUPPLY CORPORATION
	GANNETT VERMONT PUBLISHING, INC.
	JOURNAL COMMUNITY PUBLISHING GROUP, INC.
	JOURNAL MEDIA GROUP, INC.
	JOURNAL SENTINEL INC.
	KICKSERV, LLC
	MEMPHIS PUBLISHING COMPANY
	MULTIMEDIA, INC.
	PHOENIX NEWSPAPERS, INC.
	PRESS-CITIZEN COMPANY, INC.
	REACHLOCAL CANADA, INC.
	REACHLOCAL DP, INC.
	REACHLOCAL INTERNATIONAL, INC.
	REACHLOCAL, INC.
	RENO NEWSPAPERS, INC.
	SEDONA PUBLISHING COMPANY, INC.
	THE ADVERTISER COMPANY
	THE COURIER-JOURNAL, INC.
	THE DESERT SUN PUBLISHING CO.
	THE TIMES HERALD COMPANY
	WORDSTREAM, INC.
	X.XXX, INC.
	YORK DAILY RECORD-YORK SUNDAY NEWS LLC
	YORK DISPATCH LLC

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	ARIZONA NEWS SERVICE, LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	BRIDGETOWER MEDIA DLN, LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	IDAHO BUSINESS REVIEW, LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	LAWYER’S WEEKLY, LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	LONG ISLAND BUSINESS NEWS, LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	MISSOURI LAWYERS MEDIA, LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	NEW ORLEANS PUBLISHING GROUP, L.L.C.
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	THE DAILY RECORD COMPANY, LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	THE JOURNAL RECORD PUBLISHING CO., LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	THE NWS COMPANY, LLC
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	BRIDGETOWER MEDIA, LLC
	By: Dolco Acquisition, LLC, as its Sole Member
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	CA FLORIDA HOLDINGS, LLC
	By: Xxxxxxxx Acquisition, LLC, as its Sole Member
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	XXXXXXXX ACQUISITION, LLC
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	DOLCO ACQUISITION, LLC
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	ENHE ACQUISITION, LLC
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	LIBERTY SMC, L.L.C.
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	GANNETT VENTURES LLC
	By: New Media Ventures Group LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	GATEHOUSE MEDIA HOLDCO, LLC
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, its Sole Member
	By: New Media Holdings II LLC, its Sole Member
	By: New Media Holdings I LLC, its Sole Member
	By: Gannett Media Corp., as its Sole Member
	GATEHOUSE MEDIA INTERMEDIATE HOLDCO, LLC
	By: GateHouse Media, LLC, as its Member
	By: New Media Holdings II LLC, its Sole Member
	By: New Media Holdings I LLC, its Sole Member
	By: Gannett Media Corp., as its Sole Member
	GATEHOUSE MEDIA OPERATING, LLC
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, its Sole Member
	By: New Media Holdings I LLC, its Sole Member
	By: Gannett Media Corp., as its Sole Member
	GATEHOUSE MEDIA, LLC
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, its Sole Member
	By: Gannett Media Corp., as its Sole Member
	NEW MEDIA HOLDINGS I LLC
	By: Gannett Media Corp., as its Sole Member
	NEW MEDIA HOLDINGS II LLC
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	NEW MEDIA VENTURES GROUP LLC
	By: Gannett Media Corp., as its Sole Member
	NOPG, L.L.C.
	By: New Orleans Publishing Group, L.L.C., as its Manager
	By: Dolco Acquisition, LLC, as its Manager
	By: GateHouse Media Operating, LLC, as its Sole Member
	By: GateHouse Media Holdco, LLC, as its Sole Member
	By: GateHouse Media Intermediate Holdco, LLC, as its Sole Member
	By: GateHouse Media, LLC, as its Sole Member
	By: New Media Holdings II LLC, as its Sole Member
	By: New Media Holdings I LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	VENTURES ENDURANCE, LLC
	By: Gannett Ventures LLC, as its Manager
	By: New Media Ventures Group LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	VENTURES ENDURANCE EVENTS, LLC
	By: Ventures Endurance, LLC, as its Sole Member
	By: Gannett Ventures LLC, as its Manager
	By: New Media Ventures Group LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	DEALON, LLC
	By: ReachLocal, Inc., as its Sole Member
	DES MOINES PRESS CITIZEN LLC
	By: Des Moines Register and Tribune Company, as its Sole Member
	DESERT SUN PUBLISHING, LLC
	By: Gannett Media Services, LLC, as its Sole Member
	By Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member
	FOODBLOGS, LLC
	By: Grateful Media, LLC, as its Sole Member.
	By: Gannett Satellite Information Network, LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	GANNETT MEDIA SERVICES, LLC
	By: Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member
	GANNETT PUBLISHING SERVICES, LLC
	By: Gannett Satellite Information Network, LLC, as its Managing Member
	By: Gannett Media Corp., as its Sole Member
	GANNETT SATELLITE INFORMATION NETWORK, LLC
	By: Gannett Media Corp., as its Sole Member
	GANNETT UK MEDIA, LLC
	By: Gannett Media Corp., as its Sole Member
	GFHC, LLC
	By: Gannett Media Corp., as its Sole Member
	GNSS LLC
	By: Gannett Media Corp., as its Sole Member
	LOCALIQ LLC
	By: Gannett Media Corp., as its Sole Member
	THE SUN COMPANY OF SAN BERNARDINO, CALIFORNIA LLC
	By: Gannett Media Services, LLC, as its Sole Member
	By Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member
	VISALIA NEWSPAPERS LLC
	By: Gannett Media Services, LLC, as its Sole Member
	By Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	GCOE, LLC
	By: Gannett Satellite Information Network, LLC, as its Managing Member
	By: Gannett Media Corp., as its Sole Member
	GRATEFUL MEDIA, LLC
	By: Gannett Satellite Information Network, LLC, as its Managing Member
	By: Gannett Media Corp., as its Sole Member
	USA TODAY SPORTS MEDIA GROUP, LLC
	By: Gannett Satellite Information Network, LLC, as its Managing Member
	By: Gannett Media Corp., as its Sole Member
	GCCC, LLC
	Gannett Missouri Publishing, Inc., as its Sole Member
	IMAGN CONTENT SERVICES, LLC
	By: USA Today Sports Media Group, LLC, as its Sole Member
	By: Gannett Satellite Information Network, LLC, as its Managing Member
	By: Gannett Media Corp., as its Sole Member
	REACHLOCAL INTERNATIONAL GP LLC
	By: ReachLocal International, Inc.
	XXXXXXX NEWSPAPERS LLC
	By: Gannett Media Services, LLC, as its Sole Member
	By: Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member
	SCRIPPS NP OPERATING, LLC
	By: Desk Spinco Inc., as its Sole Member
	TEXAS-NEW MEXICO NEWSPAPERS, LLC
	By: Texas-New Mexico Newspapers, LLC, as its Manager
	By: The Sun Company of San Bernardino, California LLC, as its Managing Member
	By: Gannett Media Services, LLC, as its Sole Member
	By: Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	THANKSGIVING VENTURES, LLC
	By: Grateful Media, LLC
	By: Gannett Satellite Information Network, LLC, as its Sole Member
	By: Gannett Media Corp., as its Sole Member
	YORK NEWSPAPER COMPANY
	By: York Newspapers Holdings, L.P., as its General Partner
	By: York Partnership Holdings, LLC, as its General Partner
	By: Texas-New Mexico Newspapers, LLC, as its Managing Member
	By: The Sun Company of San Bernardino, California LLC, as its Managing Member
	By: Gannett Media Services, LLC, as its Sole Member
	By: Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member
	By: York Partnership Holdings, LLC, as its General Partner
	By: Texas-New Mexico Newspapers, LLC, as its Managing Member
	By: The Sun Company of San Bernardino, California LLC, as its Managing Member
	By: Gannett Media Services, LLC, as its Sole Member
	By: Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

	YORK NEWSPAPERS HOLDINGS, L.P.
	By: York Partnership Holdings, LLC, as its General Partner
	By: Texas-New Mexico Newspapers, LLC, as its Managing Member
	By: The Sun Company of San Bernardino, California LLC, as its Managing Member
	By: Gannett Media Services, LLC, as its Sole Member
	By: Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member
	YORK NEWSPAPERS HOLDINGS, LLC
	By: York Newspapers Holdings, L.P., as its Sole Member By: York Partnership Holdings, LLC, as its General Partner By: Texas-New Mexico Newspapers, LLC, as its Managing Member By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member
	By: Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member
	YORK PARTNERSHIP HOLDINGS, LLC
	By: Texas-New Mexico Newspapers, LLC, as its Manager By: The Sun Company of San Bernardino, California LLC, as its Managing Member By: Gannett Media Services, LLC, as its Sole Member
	By: Gannett Media Corp., as its Member
	By: The Desert Sun Publishing Co., as its Member
	By: Gannett Satellite Information Network, LLC, as its Member
	By: Gannett Media Corp., as its Sole Member
	By: Gannett International Communications, Inc., as its Member

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

AMERICAN INFLUENCER AWARDS, LLC


By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Manager


By:	/s/ Xxxxxxxxxxx Xxxxxxx
	Name:	Xxxxxxxxxxx Xxxxxxx
	Title:	Manager

GIDDYUP EVENTS, LLC MILWAUKEE MARATHON LLC ENMOTIVE COMPANY LLC


By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Manager

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

GANNETT INTERNATIONAL FINANCE LLC


By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	Manager


By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Manager


By:	/s/ Xxxxx Xxxxxxxx Sack
	Name:	Xxxxx Xxxxxxxx Sack
	Title:	Manager

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

CITIBANK, N.A., as Agent,

By

	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Managing Director and Vice President

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

Lenders:

Lender Name


By:	*
	Name:
	Title:

*Signature pages of Lenders are available upon request to the registrant

[Signature Page to Amendment No. 1 – Gannett Holdings LLC]

EXHIBIT A

FIRST LIEN CREDIT AGREEMENT

Dated as of October 15, 2021,

As amended by Amendment No. 1 to First Lien Credit Agreement, dated as of January 31, 2022,

by and among

GANNETT CO., INC.,
as Holdings

GANNETT HOLDINGS LLC,
as Borrower,

EACH PERSON
LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO,
as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,
as Lenders,

and

CITIBANK, N.A.,
as Administrative Agent and Collateral Agent

CITIBANK, N.A.

and

APOLLO GLOBAL FUNDING, LLC,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page

	ARTICLE I DEFINITIONS; CERTAIN TERMS	1

Section 1.01	Definitions	1
Section 1.02	Terms Generally	5154
Section 1.03	Certain Matters of Construction	5254
Section 1.04	Pro Forma Calculations	5255
Section 1.05	Accounting and Other Terms	5355
Section 1.06	Time References	5456
Section 1.07	Limited Conditions Transaction	5456
Section 1.08	Cashless Rolls	5557
Section 1.09	Rates	57

	ARTICLE II THE LOANS	5558

Section 2.01	Commitments; Loans	5558
Section 2.02	Making the Loans	5659
Section 2.03	Repayment of Term Loans; Evidence of Debt	5760
Section 2.04	Interest.	5861
Section 2.05	Termination of Commitment; Prepayment of Term Loans	5962
Section 2.06	Fees	6367
Section 2.07	Interest Elections	6367
Section 2.08	Alternate Rate of Interest	6468
Section 2.09	Taxes	7172
Section 2.10	Increased Costs and Reduced Return	7576
Section 2.11	Break Funding Payments	7677
Section 2.12	Mitigation Obligations; Replacement of Lenders	77
Section 2.13	Incremental Extensions of Credit	78
Section 2.14	Extension of Maturity Date	8081

	ARTICLE III [RESERVED]	8283

	ARTICLE IV APPLICATION OF PAYMENTS	8283

Section 4.01	Payments; Computations and Statements	8283
Section 4.02	Sharing of Payments	83
Section 4.03	Apportionment of Payments	84

- i -

	ARTICLE V CONDITIONS TO LOANS	8485

Section 5.01	Conditions Precedent to Effectiveness	8485

	ARTICLE VI REPRESENTATIONS AND WARRANTIES	87

Section 6.01	Representations and Warranties	87

	ARTICLE VII COVENANTS OF THE LOAN PARTIES	95

Section 7.01	Affirmative Covenants	95
Section 7.02	Negative Covenants	~~104~~105
Section 7.03	Minimum Liquidity	~~111~~112

	ARTICLE VIII DESIGNATION OF SUBSIDIARIES	~~111~~112

	ARTICLE IX EVENTS OF DEFAULT	112

Section 9.01	Events of Default	112

	ARTICLE X AGENTS	~~115~~116

Section 10.01	Appointment	~~115~~116
Section 10.02	Nature of Duties; Delegation	116
Section 10.03	Rights, Exculpation, Etc.	~~116~~117
Section 10.04	Reliance	~~117~~118
Section 10.05	Indemnification	~~118~~119
Section 10.06	Agents Individually	119
Section 10.07	Successor Agent	119
Section 10.08	Collateral Matters	120
Section 10.09	Agency for Perfection	~~122~~123
Section 10.10	No Reliance on any Agent's Customer Identification Program	123
Section 10.11	No Third Party Beneficiaries	123
Section 10.12	No Fiduciary Relationship	123
Section 10.13	Arrangers	~~123~~124
Section 10.14	Collateral Custodian	~~123~~124
Section 10.15	[Reserved]	~~123~~124
Section 10.16	Administrative Agent May File Proofs of Claim	124
Section 10.17	Defaults	124
Section 10.18	Erroneous Payments	~~124~~125

- ii -

	ARTICLE XI GUARANTY	128


Section 11.01	Guaranty	128
Section 11.02	Guaranty Absolute	128
Section 11.03	Waiver	129
Section 11.04	Continuing Guaranty; Assignments; Release	~~129~~130
Section 11.05	Subrogation	130
Section 11.06	Contribution	131

	ARTICLE XII MISCELLANEOUS	~~131~~132

Section 12.01	Notices, Etc.	~~131~~132
Section 12.02	Amendments, Etc.	135
Section 12.03	No Waiver; Remedies, Etc.	137
Section 12.04	Expenses; Attorneys' Fees	137
Section 12.05	Right of Set-off	138
Section 12.06	Severability	138
Section 12.07	Assignments and Participations	138
Section 12.08	Counterparts; Electronic Signatures	144
Section 12.09	GOVERNING LAW	144
Section 12.10	CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE	144
Section 12.11	WAIVER OF JURY TRIAL, ETC.	145
Section 12.12	Consent by the Agents and Lenders	145
Section 12.13	No Party Deemed Drafter	~~145~~146
Section 12.14	Reinstatement; Certain Payments	~~145~~146
Section 12.15	Indemnification; Limitation of Liability for Certain Damages	146
Section 12.16	Records	147
Section 12.17	Binding Effect	~~147~~148
Section 12.18	Highest Lawful Rate	148
Section 12.19	Confidentiality	149
Section 12.20	Public Disclosure	~~149~~150
Section 12.21	Integration	150
Section 12.22	USA PATRIOT Act	150
Section 12.23	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	150
Section 12.24	Intercreditor Agreements	151
Section 12.25	Certain ERISA Matters	151
Section 12.26	Acknowledgement Regarding Any Supported QFCs	152

- iii -

SCHEDULE AND EXHIBITS

Schedule 1.01(A)	Lenders and Lenders' Commitments
Schedule 1.01(B)	Closing Date Mortgaged Properties
Schedule 1.01(C)	Closing Date Immaterial Subsidiaries
Schedule 6.01(e)	Capitalization; Subsidiaries
Schedule 6.01(f)	Litigation
Schedule 6.01(i)	ERISA
Schedule 6.01(l)	Nature of Business
Schedule 6.01(q)	Environmental Matters
Schedule 6.01(r)	Insurance
Schedule 6.01(u)	Intellectual Property
Schedule 6.01(v)	Material Contracts
Schedule 7.01(r)	Post-Closing Matters
Schedule 7.02(a)	Existing Liens
Schedule 7.02(b)	Existing Indebtedness
Schedule 7.02(e)	Existing Investments
Schedule 7.02(k)	Limitations on Dividends and Other Payment Restrictions

Exhibit A	Form of Joinder Agreement
Exhibit B	Form of Assignment and Assumption
Exhibit C	Form of Notice of Borrowing
Exhibit D	Form of Promissory Note
Exhibit E	Form of Interest Election Request
Exhibit F	Form of Compliance Certificate
Exhibit 2.09(d)-1	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit 2.09(d)-2	U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit 2.09(d)-3	U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit 2.09(d)-4	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

- iv -

FIRST LIEN CREDIT AGREEMENT

First Lien Credit Agreement, dated as of October 15, 2021, by and among Gannett Co., Inc., a Delaware corporation (“"Holdings”"), Gannett Holdings LLC, a Delaware limited liability company (the "Borrower"), each Person listed as a "Guarantor" on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party hereto (each a "Lender" and collectively, the "Lenders"), Citibank, N.A., as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent"), and as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent" and together with the Collateral Agent, each an "Agent" and collectively, the "Agents").

RECITALS

The Borrower has asked the Lenders to extend credit to the Borrower consisting of a term loan in the aggregate principal amount of $516,000,000. The proceeds of the Term Loan shall be used by the Borrower (i) to consummate the Payoff (as defined below), (ii) to pay fees and expenses incurred to obtain the Term Loan and to consummate of the Payoff and (iii) to the extent of any remaining funds after application of the proceeds of the Term Loan as set forth in clauses (i) and (ii) above, for working capital and general corporate purposes. The Lenders are severally, and not jointly, willing to extend such credit to the Borrower subject to the terms and conditions hereinafter set forth.

In consideration of the premises and the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS; CERTAIN TERMS

Section 1.01 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below:

"ABR", when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

"ABR Term SOFR Determination Day" has the meaning specified in the definition of "Term SOFR".

"Account" has the meaning specified for such term in § 9.102 of the UCC.

"Account Debtor" means, with respect to any Person, each debtor, customer or obligor in any way obligated on or in connection with any Account of such Person.

"Acquisition" means the acquisition (whether by means of a merger, consolidation or otherwise) of all of the Equity Interests of any Person or all or substantially all of the assets of (or any division or business line of) any Person.

"Action" has the meaning specified therefor in Section 12.12.

"Additional Amount" has the meaning specified therefor in Section 2.09(a).

"Adjusted ~~LIBO Rate~~Term SOFR" means, ~~with respect to any Eurodollar Borrowing for any Interest Period (or, solely~~ for purposes of ~~clause (c) of the defined term "Alternate Base Rate", for purposes of determining the Alternate Base Rate as of any date), an interest~~any calculation, the rate per annum ~~(rounded upwards, if necessary, to the next 1/100 of 1%)~~ equal to ~~the product of~~ (a) ~~the LIBO Rate in effect~~Term SOFR for such ~~Interest Period (or such date, as~~calculation plus (b) the applicable~~) and (b) the Statutory Reserves~~ Term SOFR Adjustment; provided~~, however,~~ that ~~the~~if Adjusted ~~LIBO Rate~~Term SOFR as so determined shall ~~at no time~~ever be less than ~~0.50% per annum~~the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

"Administrative Agent" has the meaning specified therefor in the preamble hereto.

"Administrative Agent's Account" means an account at a bank designated by the Administrative Agent from time to time as the account into which the Loan Parties shall make all payments to the Administrative Agent for the benefit of the Agents and the Lenders under this Agreement and the other Loan Documents.

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the Equity Interests having ordinary voting power for the election of members of the Board of Directors of such Person or (b) direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Notwithstanding anything herein to the contrary, in no event shall any Agent or any Lender be considered an "Affiliate" of any Loan Party.

"Affiliated Lender" means, collectively, Fortress Investment Group LLC, SoftBank Group Corp., Holdings and their respective Affiliates.

"Agent" has the meaning specified therefor in the preamble hereto.

"Agent Fee Letter" means that certain Agent Fee Letter, dated as of the Closing Date, between the Borrower and Citigroup Global Markets Inc.

"Agent Parties" has the meaning specified therefor in Section 12.01(d)(ii).

"Aggregate Payments" has the meaning specified therefor in Section 11.06.

- 2 -

"Agreement" means this Credit Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing.

"All-in Yield" means, as to any Loans (or other Indebtedness, if applicable), the yield thereon to Lenders (or other lenders, as applicable) providing such Loans (or other Indebtedness, if applicable), as reasonably determined by the Administrative Agent in consultation with the Borrower taking into account (a) interest rate margins, (b) interest rate floors (subject to the proviso set forth below), (c) any amendment to the relevant interest rate margins and interest rate floors prior to the applicable date of determination and (d) original issue discount and upfront or similar fees (based on an assumed four-year average life to maturity or, if shorter, the remaining life to maturity), but excluding (i) any arrangement, commitment, structuring, underwriting and/or amendment fees (regardless of whether any such fees are paid to or shared in whole or in part with any lender) and (ii) any other fee that, in each case, is not payable to all relevant lenders generally; provided, however, that to the extent that the Adjusted ~~LIBO Rate~~Term SOFR (for a period of three months) or Alternate Base Rate (in each case, without giving effect to any floor specified in the definition thereof) (A) is less than any floor applicable to the loans in respect of which the All-in Yield is being calculated on the date on which the All-in Yield is determined, the amount of the resulting difference will be deemed added to the interest rate margin applicable to the relevant Indebtedness for purposes of calculating the All-in Yield and (B) is greater than any applicable floor on the date on which the All-in Yield is determined, the floor will be disregarded in calculating the All-in Yield.

"Alternate Base Rate" means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds ~~Effective~~ Rate, which shall not be less than 0% per annum, in effect on such day plus 1/2 of 1.00% per annum and (c) ~~the~~ Adjusted ~~LIBO Rate~~Term SOFR for ~~an Interest Period of~~a one -month ~~at approximately 11:00 a.m., London time,~~tenor in effect on such day ~~(or, if such day is not a Business Day, the immediately preceding Business Day)~~ plus 1.00% per annum. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds ~~Effective~~ Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, then the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds ~~Effective~~ Rate or the Adjusted ~~LIBO Rate~~Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds ~~Effective~~ Rate or the Adjusted ~~LIBO Rate~~Term SOFR, respectively.

"Amortization Installment Amount" means, for any repayment of ~~the~~ Term Loans pursuant to Section 2.03(a) for any Fiscal Quarter, (a) if the First Lien Net Leverage Ratio, as determined as of the last day of the immediately preceding Fiscal Quarter pursuant to the most recently delivered Compliance Certificate, is greater than 1.20 to 1.00, (i) for any Fiscal Quarter ending prior to the First Amendment Closing Date, 2.50% of the aggregate principal amount of the Term Loans on the Closing Date and (ii) for any Fiscal Quarter ending on or after the First Amendment Closing Date, $14,243,456.12, and (b) if the First Lien Net Leverage Ratio, as determined as of the last day of the immediately preceding Fiscal Quarter pursuant to the most recently delivered Compliance Certificate, is equal to or less than 1.20 to 1.00, (i) for any Fiscal

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Quarter ending prior to the First Amendment Closing Date, 1.25% of the aggregate principal amount of the Term Loans on the Closing Date and (ii) for any Fiscal Quarter ending on or after the First Amendment Closing Date, $7,121,728.06.

"Anti-Corruption Laws" has the meaning specified therefor in Section 6.01(z).

"Anti-Money Laundering and Anti-Terrorism Laws" means any Requirement of Law relating to terrorism, economic sanctions or money laundering, including (a) the Money Laundering Control Act of 1986 (i.e., 18 U.S.C. §§ 1956 and 1957), (b) the Bank Secrecy Act of 1970 (31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), and the implementing regulations promulgated thereunder, (c) the USA PATRIOT Act and the implementing regulations promulgated thereunder, (d) the laws, regulations and Executive Orders administered under any Sanctions Programs, (e) any law prohibiting or directed against terrorist activities or the financing or support of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), and (f) any similar laws enacted in the United States or any other jurisdictions in which the parties to this Agreement operate, as any of the foregoing laws have been, or shall hereafter be, amended, renewed, extended, or replaced and all other present and future legal requirements of any Governmental Authority governing, addressing, relating to, or attempting to eliminate, terrorist acts and acts of war and any regulations promulgated pursuant thereto, in each case applicable to Holdings or any Subsidiary.

"Applicable Margin" means, as of any date of determination, (a) with respect to the interest rate of the Term Loan (or any portion thereof), (i) 4.00% per annum, in the case of an ABR Loan, and (ii) 5.00% per annum, in the case of a ~~Eurodollar~~SOFR Loan, and (b) with respect to the Incremental Term Loans of any series, the interest rate margin specified in the applicable Incremental Facility Amendment.

"Arrangers" means Citibank, N.A. and Apollo Global Funding, LLC in their capacities as joint lead arrangers and joint bookrunners for the term loan facilities hereunder.

"Assignment and Assumption" means an assignment and assumption entered into by an assigning Lender and an assignee, and accepted by the Borrower (as applicable), in accordance with Section 12.07 hereof and substantially in the form of Exhibit B hereto, or such other form as approved by the Administrative Agent.

"Auction Agent" means (a) the Administrative Agent or (b) any other financial institution or advisor employed by Holdings, the Borrower or any of its Restricted Subsidiaries (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Dutch auction pursuant to Section 12.07(m); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided further that none of Holdings, the Borrower or any of the Restricted Subsidiaries may act as the Auction Agent.

"Authorized Officer" means, with respect to any Person, the chief executive officer, chief operating officer, chief financial officer, director, company secretary, treasurer or other financial officer performing similar functions, president or executive vice president of such Person.

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"Available Tenor" has the meaning specified therefor in Section 2.08.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of any Affected Financial Institution.

"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Bankruptcy Code" means Title 11 of the United States Code, as amended from time to time and any successor statute or any similar Federal or state law for the relief of debtors.

"Bankruptcy Plan" has the meaning specified therefor in Section 12.07(m)(ii)(C).

"Benchmark" has the meaning specified therefor in Section 2.08.

"Benchmark Replacement" has the meaning specified therefor in Section 2.08.

"Benchmark Replacement Adjustment" has the meaning specified therefor in Section 2.08.

"Benchmark Replacement Date" has the meaning specified therefor in Section 2.08.

"Benchmark Transition Event" has the meaning specified therefor in Section 2.08.

"Benchmark Transition Start Date" has the meaning specified therefor in Section 2.08.

"Benchmark Unavailability Period" has the meaning specified therefor in Section 2.08.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership of the Borrower as required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. §1010.230.

"Benefit Plan" means any of (a) an “"employee benefit plan”" (as defined in ERISA) that is subject to Title I of ERISA, (b) a “"plan”" as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “"employee benefit plan”" or “"plan”".

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"Blocked Person" means any Person:

(a) that (i) is identified on the list of "Specially Designated Nationals and Blocked Persons" published by the Office of Foreign Asset Control; (ii) resides, is organized or chartered in a country, region or territory that is the target of comprehensive sanctions under any Sanctions Program (a "Sanctioned Country"); or (iii) a Person listed in any economic or financial sanctions-related or trade embargoes-related list of designated Persons maintained under any of the Anti-Money Laundering and Anti-Terrorism Laws; and

(b) that is owned or controlled by or that is acting for or on behalf of, any Person described in clause (a) above.

"Board" means the Board of Governors of the Federal Reserve System of the United States (or any successor).

"Board of Directors" means with respect to (a) any corporation, the board of directors of the corporation, (b) a partnership, the board of directors of the general partner of the partnership, (c) a limited liability company, the managing member or members or any controlling committee or board of directors of such company or the sole member or the managing member thereof, and (d) any other Person, the board or committee of such Person serving a similar function.

"Borrower" has the meaning specified therefor in the preamble hereto.

"Borrower Materials" has the meaning specified therefor in Section 12.01(e).

"Borrowing" means Loans of the same Class and Type made, converted or continued on the same date and, in the case of ~~Eurodollar~~SOFR Loans, as to which a single Interest Period is in effect.

"BridgeTower Asset Purchase Agreement" means that certain asset purchase agreement, dated as of October 30, 2020, by and among BridgeTower Media, LLC, a Delaware limited liability company, as seller, the other sellers party thereto, BridgeTower OpCo, LLC, a Delaware limited liability company, as purchaser and BridgeTower Media, LLC, a Delaware limited liability company, solely in its capacity as the representative for the sellers party thereto, as in effect as of the Closing Date.

"Business Day" means, for all purposes, any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

"Capital Expenditures" means, with respect to any Person for any period, the sum of the aggregate of all expenditures by such Person and its Restricted Subsidiaries during such period that in accordance with GAAP are or should be included in "property, plant and equipment", "intangible assets" or in a similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or financed, including all Capitalized Lease Obligations, obligations

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under synthetic leases and capitalized software costs that are paid or due and payable during such period.

"Capitalized Lease" means, with respect to any Person, any lease of (or other arrangement conveying the right to use) real or personal property by such Person as lessee that is required under GAAP to be classified and accounted for as a finance lease on the balance sheet of such Person.

"Capitalized Lease Obligations" means, with respect to any Person, obligations of such Person and its Restricted Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any such obligation shall be the capitalized amount thereof determined in accordance with GAAP.

"Cash Equivalents" means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case, maturing within six months from the date of acquisition thereof; (b) commercial paper, maturing not more than 270 days after the date of issue rated P‑1 by Xxxxx'x or A‑1 by Standard & Poor's; (c) certificates of deposit maturing not more than 270 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (c) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof; (e) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000, which assets are primarily comprised of Cash Equivalents described in another clause of this definition; (f) marketable tax exempt securities rated A or higher by Xxxxx'x or A+ or higher by Standard & Poor's, in each case, maturing within 270 days from the date of acquisition thereof; and (g) in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.

"Change of Control" means each occurrence of any of the following:

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(a) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of beneficial ownership of more than 50% of the aggregate outstanding voting or economic power of the Equity Interests of Holdings;

(b) Holdings shall cease to have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of 100% of the aggregate voting or economic power of the Equity Interests of the Borrower, free and clear of all Liens (other than Permitted Specified Liens); or

(c) a "Change of Control" (or any comparable term or provision) under or with respect to the Senior Secured Notes, the Notes or any other Indebtedness of Holdings, the Borrower or any of their respective Restricted Subsidiaries, in each case in an aggregate principal amount in excess of $50,000,000.

"Citibank" means Citibank, N.A.

"Class", when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans or Incremental Term Loans of any series, (b) any Commitment, refers to whether such Commitment is a Term Loan Commitment or an Incremental Term Commitment of any series and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class.

"Closing Date" has the meaning specified therefor in Section 5.01.

"Closing Date Mortgaged Property" means the owned real property identified on Schedule 1.01(B), including the land on which each such property is located, all buildings and other improvements thereon, and all fixtures located thereat or used in connection therewith with respect to which a Mortgage is granted pursuant to Section 7.01(m).

"Collateral" means all of the property and assets and all interests therein and proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or purported to be granted by such Person as security for all or any part of the Obligations.

"Collateral Agent" has the meaning specified therefor in the preamble hereto.

"Collateral Agent Advances" has the meaning specified therefor in Section 10.08(a).

"Commitments" means, with respect to each Lender, such Lender's Term Loan Commitment.

"Communications" has the meaning specified therefor in Section 12.01(d)(ii).

"Compliance Certificate" has the meaning specified therefor in Section 7.01(a)(iv).

"Conforming Changes" means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark

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Replacement, any technical, administrative or operational changes (including changes to the definition of "Alternate Base Rate," the definition of "Business Day," the definition of "U.S. Government Securities Business Day," the definition of "Interest Period" or any similar or analogous definition (or the addition of a concept of "interest period"), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.11 and other technical, administrative or operational matters) that the Administrative Agent (in consultation with the Borrower) decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent (in consultation with the Borrower) decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

"Consenting Lender" has the meaning specified therefor in Section 2.14(a).

"Consolidated EBITDA" means, with respect to any Person for any period:

(a) the Consolidated Net Income of such Person for such period,

plus

(b) without duplication, the sum of the following amounts for such period to the extent (except in the case of clause (xi)) deducted in the calculation of Consolidated Net Income for such period:

(i) any provision for United States federal income taxes or other taxes measured by net income,

(ii) Consolidated Net Interest Expense (but excluding interest expense related to operating leases that are not Capitalized Leases),

(iii) any depreciation and amortization expense (but excluding depreciation and amortization related to operating leases that are not Capitalized Leases),

(iv) any aggregate net loss on the Disposition of property (other than accounts and Inventory) outside the ordinary course of business,

(v) any other non-cash expenditure, charge or loss for such period (other than any non-cash expenditure, charge or loss relating to write-offs, write-downs or reserves with respect to accounts and Inventory),

(vi) any restructuring and integration costs, any other extraordinary, non-recurring or unusual charges and expenses or deductions (collectively, "Extraordinary Expenses"); provided that, for any period of four consecutive Fiscal Quarters, the aggregate amount of cash Extraordinary Expenses that are added back pursuant to this clause (vi) in

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calculating Consolidated EBITDA (when taken together with add-backs pursuant to clause (xi) below for such period of four consecutive Fiscal Quarters) shall not exceed 20% of Consolidated EBITDA of such Person (which percentage shall be calculated prior to giving effect to any such add-backs and adjustments),

(vii) deferred financing costs,

(viii) management fee incentive expense incurred and paid using common Equity Interests,

(ix) fees, costs and expenses in connection with the Transactions,

(x) fees, costs and expenses relating to any contemplated or completed acquisitions or dispositions or to any contemplated or completed offering of securities or other Indebtedness, and

(xi) (x) pro forma “"run rate”" cost savings, operating expense reductions and synergies related to the Transactions that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 18 months after the Closing Date; and (y) pro forma “"run rate”" cost savings, operating expense reductions and synergies related to acquisitions, dispositions and other specified transactions (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date), restructurings, cost savings initiatives and other initiatives that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Borrower) within 18 months after such acquisition, disposition or other specified transaction, restructuring, cost savings initiative or other initiative (in the case of subclauses (x) and (y), without duplication of any actual benefits realized from such steps prior to or during the applicable test period); provided that (1) Holdings shall have delivered to the Administrative Agent a certificate of the chief financial officer of Holdings, in form and substance reasonably satisfactory to the Administrative Agent, certifying that such cost savings meet the requirements set forth in subclause (x) or (y), as applicable, together with reasonably detailed evidence in support thereof, (2) cost savings, operating expense reductions and synergies will cease to be included in the determination of Consolidated EBITDA if the Borrower ceases to reasonably expect substantial steps with respect thereto to be taken within such 18-month period or if the benefits thereof are no longer expected by the Borrower to be achieved and (3) for any period of four Fiscal Quarters, the aggregate amount added back to Consolidated EBITDA for such period pursuant to this clause (xi) (when taken together with add-backs pursuant to clause (vi) above for such period of four consecutive Fiscal Quarters) shall not exceed 20% of Consolidated EBITDA for such period (which percentage shall be calculated prior to giving effect to any such add-backs and adjustments),

minus

(c) without duplication, the sum of the following amounts for such period to the extent included in the calculation of such Consolidated Net Income for such period:

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(i) any credit for United States federal income taxes or other taxes measured by net income,

(ii) any gain from extraordinary items,

(iii) any aggregate net gain from the Disposition of property (other than accounts and Inventory) outside the ordinary course of business; and

(iv) any other non-cash gain, including any reversal of a charge referred to in clause (b)(v) above by reason of a decrease in the value of any Equity Interest, but excluding any such non-cash gains (A) in respect of which cash was received in a prior period or will be received in a future period and (B) that represent the reversal of any accrual in a prior period for, or the reversal of any cash reserves established in a prior period for, anticipated cash charges.

Notwithstanding the foregoing, Consolidated EBITDA shall be $148,828,000, $87,980,000, $78,018,000 and $99,069,000 for the Fiscal Quarters ended December 31, 2020, September 30, 2020, June 30, 2020 and March 31, 2020, respectively.

"Consolidated Net Income" means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period; provided, however, that the following shall be excluded: (a) the net income of any other Person in which such Person or one of its Restricted Subsidiaries has a joint interest with a third-party (which interest does not cause the net income of such other Person to be consolidated into the net income of such Person), except to the extent of the amount of dividends or distributions paid to such Person or Restricted Subsidiary, (b) the net income of any Restricted Subsidiary (other than a Loan Party) of such Person that is, on the last day of such period, subject to any restriction or limitation on the payment of dividends or the making of other distributions, to the extent of such restriction or limitation, and (c) the net income of any other Person arising prior to such other Person becoming a Restricted Subsidiary of such Person or merging or consolidating into such Person or its Restricted Subsidiaries.

"Consolidated Net Interest Expense" means, with respect to any Person for any period, (a) gross interest expense of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis and in accordance with GAAP, less (b) the sum of (i) interest income for such period and (ii) gains for such period on Hedging Agreements (to the extent not included in interest income above and to the extent not deducted in the calculation of gross interest expense), plus (c) the sum of (i) losses for such period on Hedging Agreements (to the extent not included in gross interest expense), (ii) the upfront costs or fees for such period associated with Hedging Agreements (to the extent not included in gross interest expense) and (iii) amortization of original issue discount resulting from the issuance of Indebtedness at less than par or debt discount associated with the Senior Secured Notes or the Notes, in each case, determined on a consolidated basis and in accordance with GAAP.

"Contingent Indemnity Obligations" means any Obligation constituting a contingent, unliquidated indemnification obligation of any Loan Party, in each case, to the extent (a) such obligation has not accrued and is not yet due and payable and (b) no claim has been made or is reasonably anticipated to be made with respect thereto.

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"Contingent Obligation" means, with respect to any Person, any obligation of such Person guaranteeing any Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of a primary obligor, (b) the obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement, (c) any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term "Contingent Obligation" shall not include any product warranties extended in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation with respect to which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

"Control Agreement" means, with respect to any deposit account, any securities account, any commodity account, any securities entitlement or any commodity contract, an agreement, in form and substance reasonably satisfactory to the Collateral Agent, among the Collateral Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and the Loan Party maintaining such account or entitlement or contract, effective to grant "control" (as defined under the applicable UCC) over such account, entitlement or contract to the Collateral Agent.

"Corresponding Tenor " has the meaning specified therefor in Section 2.08.

"Covered Party" has the meaning specified therefor in Section 12.26(a).

"Current Value" has the meaning specified therefor in Section 7.01(n).

"Debtor Relief Law" means the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect.

"Declining Lender" has the meaning specified therefor in Section 2.14(a).

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"Default" means an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

"Designated Non-Cash Consideration" means the fair market value of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.02(c) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of such Disposition).

"Disposition" means any transaction, or series of related transactions, pursuant to which any Person or any of its Subsidiaries sells, assigns, transfers, leases, licenses (as licensor) or otherwise disposes of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case, whether or not the consideration therefor consists of cash, securities or other assets owned by the acquiring Person. For purposes of clarification, "Disposition" shall include (a) the sale or other disposition for value of any contracts, (b) the early termination or modification of any contract resulting in the receipt by any Loan Party of a cash payment or other consideration in exchange for such event (other than payments in the ordinary course for accrued and unpaid amounts due through the date of termination or modification), (c) any sale of merchant accounts (or any rights thereto (including any rights to any residual payment stream with respect thereto)) by any Loan Party or (d) any disposition of property through a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law.

"Disqualified Equity Interests" means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (except as a result of (i) the payment in full of the Obligations (other than Contingent Indemnity Obligations) and (ii) a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Term Loans and all other Obligations (other than Contingent Indemnity Obligations) and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends or distributions in cash, or (d) is convertible into or exchangeable for (i) Indebtedness or (ii) any other Equity Interests that would constitute Disqualified Equity Interests, in each case of clauses (a) through (d), prior to the date that is 91 days after the Final Maturity Date. Notwithstanding the foregoing, for all purposes of this Agreement and the other Loan Documents, Equity Interests (including, for the avoidance of doubt, rights to purchase Equity Interests) issued by Holdings pursuant to or in accordance with the Permitted Rights Agreement shall not constitute Disqualified Equity Interests as a result of providing for the scheduled payments of dividends or distributions in cash (but, for the avoidance of doubt, the Equity Interests issued pursuant to or in accordance with the Permitted Rights Agreement shall constitute Disqualified Equity Interests to the extent they have any of the characteristics described in the foregoing clauses (a), (b) or (d) (other than, in the case of clause (d), Equity Interests convertible into or exchangeable for other Equity Interests that would constitute Disqualified Equity Interests solely as a result of the application of clause (c) above)).

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"Dollar," "Dollars" and the symbol "$" each means lawful money of the United States of America.

"Domestic Subsidiaries" means all Subsidiaries incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

"EEA Resolution Authority" means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Electronic Signature" has the meaning specified therefor in Section 12.08.

"Employee Plan" means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA that is maintained by any Loan Party or with respect to which any Loan Party has any liability (including on account of any of its ERISA Affiliates).

"Engagement Letter" means the Engagement Letter, dated as of October 15, 2021, among the Borrower and the Arrangers, as amended, modified and/or supplemented from time to time in accordance with the terms thereof.

"Environmental Actions" means any complaint, summons, citation, written notice or directive, order, claim, litigation, investigation, judicial or administrative proceeding or judgment by or before any Governmental Authority or an Action by any Person involving violations of Environmental Laws or Releases of or exposure of any Person to Hazardous Materials (a) from any assets, properties or businesses owned or operated by any Loan Party or any of its Subsidiaries or any legal predecessor in interest; (b) from adjoining properties or businesses onto or otherwise impacting any assets or properties owned or operated by any Loan Party or any of its Subsidiaries; or (c) onto any facilities which received Hazardous Materials generated by any Loan Party or any of its Subsidiaries or any predecessor in interest.

"Environmental Laws" means, as applicable, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 1801, et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.), the Federal Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.) and, as it relates to exposure to hazardous or toxic materials, the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such laws may be amended or otherwise modified from time to time, and any other Requirement of Law, permit, license or other binding determination of any

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Governmental Authority imposing liability or establishing standards of conduct for protection of the environment or other binding government restrictions relating to the protection of the environment or the generation, storage, use, labelling, transport, distribution, Release, deposit or migration of, or exposure of any Person to, any hazardous or toxic materials or materials listed, defined, or regulated as "hazardous", "toxic", a "pollutant", or a "contaminant" or words of similar meaning under applicable Requirements of Law into the environment.

"Environmental Liabilities and Costs" means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigations and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any Governmental Authority or any third party, and which, in each case, relate to any Loan Party's noncompliance with Environmental Laws, or any environmental condition at or a Release of Hazardous Materials from or onto (a) any property presently or formerly owned by any Loan Party or any of its Subsidiaries or (b) any facility which received Hazardous Materials generated by any Loan Party or any of its Subsidiaries.

"Environmental Lien" means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

"Equity Interests" means (a) all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.

"Equity Issuance" means either (a) the sale or issuance by any Loan Party or any of its Restricted Subsidiaries of any shares of its Equity Interests or (b) the receipt by Holdings of any cash capital contributions.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

"ERISA Affiliate" means, with respect to any Person, any trade or business (whether or not incorporated) which is a member of a group of which such Person is a member and which would be deemed to be a "controlled group" within the meaning of Sections 414(b), (c), (m) and (o) of the Internal Revenue Code.

“"Erroneous Payment”" has the meaning assigned to it in Section 10.18(a).

“"Erroneous Payment Deficiency Assignment”" has the meaning assigned to it in Section 10.18(d)(i).

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“"Erroneous Payment Impacted Class”" has the meaning assigned to it in Section 10.18(d)(i).

“"Erroneous Payment Return Deficiency”" has the meaning assigned to it in Section 10.18(d)(i).

“"Erroneous Payment Subrogation Rights”" has the meaning assigned to it in Section 10.18(e).

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

~~"Eurodollar", when used in~~ ~~reference to~~ ~~any Loan or Borrowing, refers to~~ ~~whether~~ ~~such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.~~

"Event of Default" has the meaning specified therefor in Section 9.01.

"Excess Cash Flow" means, with respect to any Person for any period,

(a) Consolidated EBITDA of such Person and its Restricted Subsidiaries for such period, adjusted to exclude any gains or losses attributable to events that trigger a mandatory prepayment requirement under Section 2.05(c)), less

(b) the sum of, without duplication,

(i) the cash portion of Consolidated Net Interest Expense paid during such period,

(ii) income taxes paid in cash by such Person and its Restricted Subsidiaries for such period,

(iii) all cash principal payments made on the Loans during such period,

(iv) [reserved],

(v) the cash portion of Capital Expenditures made during such period to the extent not funded with (x) an incurrence of Indebtedness or (y) proceeds from the issuance of Equity Interests,

(vi) the excess, if any, of Working Capital at the end of such period over Working Capital at the beginning of such period (or, if the difference results in an amount less than zero, minus the excess, if any, of Working Capital at the beginning of such period over Working Capital at the end of such period),

(vii) all cash expenses, fees, charges and amounts to the extent added back to Consolidated EBITDA (or its component definitions) for such period,

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(viii) cash payments to fund pension obligations made during such period,

(ix) the cash portion of the purchase price paid in connection with Permitted Acquisitions made by such Person and its Restricted Subsidiaries during such period (excluding any Permitted Acquisitions to the extent financed with the proceeds of an Equity Issuance),

(x) any cash actually paid during such period in respect of any non-cash losses or charges recorded in a prior period, and

(xi) the amount of Restricted Payments made during such period pursuant to clauses (f) and (g)(i) of “"Permitted Restricted Payments”".

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excluded Subsidiary" means any of the following: (a) an Unrestricted Subsidiary, (b) a Restricted Subsidiary that is a Foreign Subsidiary or a FSHCO, (c) a Restricted Subsidiary that is a not a Material Subsidiary, (d) Newsquest Media Group Limited and each of its Subsidiaries or (e) a Restricted Subsidiary that either (i) is not wholly owned, directly or indirectly, by the Borrower on the Closing Date or (ii) becomes a Restricted Subsidiary that is not wholly owned, directly or indirectly, by the Borrower after the Closing Date pursuant to a bona fide transaction with a non-affiliated party the primary purpose of which was other than causing such Restricted Subsidiary to become an Excluded Subsidiary.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.12(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.09, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient's failure to comply with Section 2.09(d) and (d) any U.S. federal withholding Taxes imposed under FATCA.

"Existing Convertible Notes" means the notes issued pursuant to the Indenture, dated as of April 9, 2018, between Gannett Media Corp., as issuer, and U.S. Bank National Association, as trustee.

"Existing Credit Agreement" means the First Lien Credit Agreement dated as of February 9, 2021, among Holdings, the Borrower, the guarantors from time to time party thereto,

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the lenders from time to time party thereto and Citibank, as administrative agent and collateral agent for the lenders.

"Existing Maturity Date" has the meaning specified therefor in Section 2.14(a).

"Existing Notes Intercreditor Agreement" means the First Lien/Second Lien Intercreditor Agreement dated as of February 9, 2021, among Citibank, as First Lien Agreement Agent and as First Lien Agreement Collateral Agent, U.S. Bank National Association, as Initial Second-Priority Agent, and Alter Domus Products Corp., as Initial Second-Priority Collateral Agent, as consented to by the Borrower and the Guarantors from time to time party thereto.

"Extension Effective Date" has the meaning specified therefor in Section 2.14(a).

"Extraordinary Receipts" means any cash received by Holdings, the Borrower or any of their respective Restricted Subsidiaries from casualty or condemnation awards (and payments in lieu thereof).

"Fair Share" has the meaning specified therefor in Section 11.06.

"Fair Share Contribution Amount" has the meaning specified therefor in Section 11.06.

"FASB ASC" means the Accounting Standards Codification of the Financial Accounting Standards Board.

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements, treaty or convention among Governmental Authorities implementing the foregoing.

"FCPA" has the meaning specified therefor in Section 6.01(z).

"Federal Funds ~~Effective~~ Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if such day is not a Business Day, the Federal Funds ~~Effective~~ Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds ~~Effective~~ Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as reasonably determined by the Administrative Agent.

"Final Maturity Date" means (a) with respect to the Term Loans, October 15, 2026, and (b) with respect to Incremental Term Loans of any series, the Incremental Term Maturity Date for such Incremental Term Loans set forth in the applicable Incremental Facility Amendment.

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"Financial Statements" means (a) the audited consolidated balance sheets of Holdings and its Subsidiaries for the Fiscal Year ended December 31, 2020, and the related consolidated statements of operations, stockholders’' equity and cash flows of Holdings and its Subsidiaries for the Fiscal Year then ended and (b) the unaudited condensed consolidated balance sheets and related condensed consolidated statements of operations and cash flows of Holdings and its Subsidiaries for each subsequent Fiscal Quarter ended at least 45 days before the Closing Date (other than any fiscal fourth quarter) after the most recent fiscal period for which audited financial statements have been provided pursuant to clause (a) hereof, in each case prepared in accordance with GAAP.

"First Amendment" means Amendment No. 1 dated as of January 31, 2022, to this Agreement, among Holdings, the Borrower, the Agents, the Lenders party thereto and the Guarantors party thereto.

"First Amendment Closing Date" means the "Amendment Closing Date" as defined in the First Amendment.

"First Amendment Effective Date" means the date on which the First Amendment becomes effective in accordance with its terms, which, for the avoidance of doubt, is January 31, 2022.

"First Lien Net Leverage Ratio" means, with respect to any Person for any period, the ratio of (a) Total Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis outstanding as of the end of such period (excluding any Indebtedness to the extent unsecured or secured on a junior basis to the Obligations in respect of the Term Loans), minus Unrestricted Cash of such Person and its Restricted Subsidiaries to (b) Consolidated EBITDA of such Person and its Restricted Subsidiaries for the period of four consecutive Fiscal Quarters then last ended for which financial statements have been (or were required to be) delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable. Unless otherwise specified, references to the "First Lien Net Leverage Ratio" herein shall mean the First Lien Net Leverage Ratio of Holdings, the Borrower and their respective Restricted Subsidiaries.

"Fiscal Quarter" means a fiscal quarter of Holdings and its Subsidiaries.

"Fiscal Year" means the fiscal year of Holdings and its Subsidiaries ending on December 31 of each calendar year.

"Floor" means a rate of interest equal to 0.50%.

"Foreign Lender" has the meaning specified therefor in Section 2.09(d)(ii).

"Foreign Official" has the meaning specified therefor in Section 6.01(z).

"Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary.

"FSHCO" means any Restricted Subsidiary substantially all of whose assets consists of (a) Equity Interests or (b) Equity Interests and Indebtedness of one or more Foreign Subsidiaries.

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"GAAP" means generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, provided that if there occurs after the date of this Agreement any change in GAAP that affects in any respect the calculation of any covenant contained in Section 7.02 or Section 7.03 hereof or any other provision hereof, the Required Lenders and the Borrower shall negotiate in good faith amendments to the provisions of this Agreement that relate to the calculation of such covenant with the intent of having the respective positions of the Lenders and the Borrower after such change in GAAP conform as nearly as possible to their respective positions as of the date of this Agreement, and prior to the effectiveness of such amendment to this Agreement, such covenant or other provision shall be calculated without giving effect to such change in GAAP.

"Governing Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization, and the operating agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture, declaration or other applicable agreement or documentation evidencing or otherwise relating to its formation or organization, governance and capitalization; and (d) with respect to any of the entities described above, any other agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization.

"Governmental Authority" means any nation or government, any Federal, state, province, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

"Guaranteed Obligations" has the meaning specified therefor in Section 11.01.

"Guarantor" means (a) Holdings and each Subsidiary of Holdings (other than the Borrower) listed as a "Guarantor" on the signature pages hereto, and (b) each other Person which guarantees, pursuant to Section 7.01(b) or otherwise, all or any part of the Obligations; provided, however, that in no event shall any Excluded Subsidiary be a Guarantor unless, solely in the case of an Excluded Subsidiary referenced in clause (c) of the definition of "Excluded Subsidiary", such Restricted Subsidiary has satisfied the requirements of Section 7.01(b).

"Guaranty" means (a) the guaranty of each Guarantor party hereto contained in Article XI hereof and (b) each other guaranty, in form and substance satisfactory to the Administrative Agent, made by any other Guarantor in favor of the Collateral Agent for the benefit of the Agents and the Lenders guaranteeing all or part of the Obligations.

"Hazardous Material" means (a) any element, compound or chemical that is defined, listed or otherwise classified as a contaminant, pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous substance or chemical, hazardous waste, special waste, or solid waste under Environmental Laws or that is likely to cause immediately, or at some future

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time, harm to or have an adverse effect on, the environment or human health or safety, including any pollutant, contaminant, waste, hazardous waste, toxic substance or dangerous good which is defined or identified in any Environmental Law and which is present in the environment in such quantity or state that it contravenes any Environmental Law; (b) petroleum and its refined products; (c) polychlorinated biphenyls; (d) any substance exhibiting a hazardous waste characteristic, including corrosivity, ignitability, toxicity or reactivity, that subjects it to regulation under Environmental Law, as well as any radioactive or explosive materials; and (e) any raw materials, building components (including asbestos-containing materials) and manufactured products containing hazardous substances listed or classified as such under Environmental Laws.

"Hedging Agreement" means any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

"Highest Lawful Rate" means, with respect to any Agent or any Lender, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Obligations under laws in any jurisdiction applicable to such Agent or such Lender which are currently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

"Holdings" has the meaning specified therefor in the preamble hereto.

"Holdout Lender" has the meaning specified therefor in Section 12.02(b).

"Incremental Equivalent Indebtedness" has the meaning specified therefor in the definition of "Permitted Indebtedness".

"Incremental Extensions of Credit" has the meaning specified therefor in Section 2.13(a).

"Incremental Facility Amendment" has the meaning specified therefor in Section 2.13(c).

"Incremental Lender" has the meaning specified therefor in Section 2.13(c).

"Incremental Term Commitments" has the meaning specified therefor in Section 2.13(a).

"Incremental Term Loans" has the meaning specified therefor in Section 2.13(a)

"Incremental Term Maturity Date" means, with respect to Incremental Term Loans of any series, the scheduled date on which such Incremental Term Loans shall become due and payable in full hereunder, as specified in the applicable Incremental Facility Amendment.

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"Indebtedness" means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money; (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables or other accounts payable incurred in the ordinary course of such Person's business and any earn-out, purchase price adjustment or similar obligation until such obligation appears in the liabilities section of the balance sheet of such Person and is no longer contingent); (c) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (d) all reimbursement, payment or other obligations and liabilities of such Person created or arising under any conditional sales or other title retention agreement with respect to property used and/or acquired by such Person, even though the rights and remedies of the lessor, seller and/or lender thereunder may be limited to repossession or sale of such property; (e) all Capitalized Lease Obligations of such Person; (f) all obligations and liabilities, contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar facilities other than obligations that are cash collateralized on terms reasonably satisfactory to the Administrative Agent; (g) all net obligations and liabilities, calculated on a basis satisfactory to the Administrative Agent and in accordance with accepted practice, of such Person under Hedging Agreements; (h) all monetary obligations under any receivables factoring, receivable sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing; (i) all Contingent Obligations in respect of obligations referred to in clauses (a) through (h) and (j) of this definition of another Person; (j) all Disqualified Equity Interests; and (k) all obligations referred to in clauses (a) through (j) of this definition of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness. The Indebtedness of any Person shall include the Indebtedness of any partnership of or joint venture in which such Person is a general partner or a joint venturer so long as, in the case of a joint venture, such Indebtedness is recourse to any Loan Party.

"Indemnified Matters" has the meaning specified therefor in Section 12.15.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

"Indemnitees" has the meaning specified therefor in Section 12.15.

"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of any Debtor Relief Law.

"Intellectual Property" has the meaning specified therefor in the Security Agreement.

"Intercompany Subordination Agreement" means an Intercompany Subordination Agreement made by Holdings and its Subsidiaries in favor of the Collateral Agent for the benefit of the Agents and the Lenders, in form and substance reasonably satisfactory to the Collateral Agent.

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"Interest Election Request" means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07, which shall be substantially in the form of Exhibit E otherwise consistent with the requirements of Section 2.07.

"Interest Payment Date" means (a) with respect to any ABR Loan, the last day of each March, June, September and December and the applicable Final Maturity Date and (b) with respect to any ~~Eurodollar~~SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and the applicable Final Maturity Date and, in the case of a ~~Eurodollar~~SOFR Borrowing with an Interest Period of more than three months’' duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’' duration after the first day of such Interest Period.

"Interest Period" means, with respect to any ~~Eurodollar~~SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 3 or 6 months thereafter (or a shorter period or 12 months, as applicable, thereafter if, at the time of the relevant Borrowing, the Administrative Agent and all Lenders participating therein agree to make an Interest Period of such duration availablein each case, subject to the availability thereof), in each case as the Borrower may elect; provided, however, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day and (ii) no tenor that has been removed from this definition pursuant to Section 2.08(d) shall be available for specification in the applicable Notice of Borrowing or Interest Election Request. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended (or any successor statute thereto) and the regulations thereunder.

“Interpolated Rate” means for any Interest Period, a rate per annum (rounded to the same number of decimal places as ICE LIBOR) which results from interpolating on a linear basis between (a) the applicable ICE LIBOR for the longest maturity for which the applicable ICE LIBOR is available that is shorter than such Interest Period and (b) the applicable ICE LIBOR for the shortest maturity for which ICE LIBOR is available that is longer than such Interest Period, in each case as of 11:00 a.m., London time, two (2) Business Days prior to the first day of such Interest Period.

"Inventory" means, with respect to any Person, all goods and merchandise of such Person leased or held for sale or lease by such Person, including all raw materials, work-in-process and finished goods, and all packaging, supplies and materials of every nature used or usable in connection with the shipping, storing, advertising or sale of such goods and merchandise, whether now owned or hereafter acquired, and all such other property the sale or other disposition of which would give rise to an Account or cash.

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"Investment" means, with respect to any Person, (a) any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances or other extensions of credit (excluding Accounts arising in the ordinary course of business), capital contributions or acquisitions of Indebtedness (including, any bonds, notes, debentures or other debt securities), Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), (b) the purchase or ownership of any futures contract or liability for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract, or (c) any investment in any other items that are or would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP.

"Investor Agreement" means the Investor Agreement, dated and effective as of November 17, 2020, among Holdings and the Holders (as defined therein) party thereto, as in effect on the Closing Date.

"Joinder Agreement" means a Joinder Agreement, substantially in the form of Exhibit A, duly executed by a Subsidiary of a Loan Party made a party hereto pursuant to Section 7.01(b).

"Joinder Document Deliverable" has the meaning specified therefor in Section 7.01(b)(i).

"Junior Indebtedness" means any Indebtedness of Holdings, the Borrower or any of their respective Restricted Subsidiaries that (a) is secured by a Lien that is junior in priority to the Lien securing the Obligations (including, for the avoidance of doubt, the Notes), (b) has been expressly subordinated in right of payment to the Obligations) or (c) is unsecured.

"Latest Maturity Date" means, at any time, the latest of the Final Maturity Dates in respect of the Classes of Loans that are outstanding at such time.

"LCT Election" has the meaning specified therefor in Section 1.07.

"LCT Test Date" has the meaning specified therefor in Section 1.07.

"Lender" has the meaning specified therefor in the preamble hereto.

"LIBO Rate" means, subject to Section 2.08, with respect to any Eurodollar Borrowing for any Interest Period, the rate per annum equal to the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making the LIBO Rate available) LIBO Rate (“ICE LIBOR”), as it appears on Reuters Screen LIBOR01 Page (or other commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) as of 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that if such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the Eurodollar Borrowing being made, continued or converted and with a term equivalent to such Interest Period would be offered by such other authoritative source (as is

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selected by the Administrative Agent in its sole reasonable discretion) to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; provided further that~~, for the avoidance of doubt,~~ ~~the Administrative Agent may determine such rate by reference to the Interpolated Rate for such Interest Period.~~

"Lien" means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature, including any conditional sale or title retention arrangement, any Capitalized Lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security, but not including the interest of a lessor under a lease that is an operating lease.

“"Limited Conditions Transaction”" means a Permitted Acquisition or other Investment by Holdings, the Borrower or any of its Restricted Subsidiaries permitted hereunder where the consummation of such Permitted Acquisition or other Investment is not conditioned on the availability of, or on obtaining, third party financing.

"Loan Document" means this Agreement, any Control Agreement, the Agent Fee Letter, any Guaranty, the Intercompany Subordination Agreement, the Pari Passu Intercreditor Agreement, the Notes Junior Intercreditor Agreement, any Joinder Agreement, any Mortgage, any Security Document, any Permitted Pari Passu Intercreditor Agreement, any Permitted Junior Intercreditor Agreement, any landlord waiver, any collateral access agreement, any Perfection Certificate and any other agreement, instrument, certificate, report and other document executed and delivered pursuant hereto or thereto or otherwise evidencing or securing any Loan or any other Obligation.

"Loan Party" means the Borrower and any Guarantor.

"Loans" means the loans made by the Lenders to the Borrower pursuant to this Agreement.

"Majority in Interest", when used in reference to Lenders of any Class, means, at any time, Lenders holding outstanding Loans of such Class representing more than 50% of the aggregate principal amount of all Loans of such Class outstanding at such time.

"Management Agreement" means the Amended and Restated Management and Advisory Agreement, dated as of August 5, 2019 and effective as of November 19, 2019, between Holdings and FIG LLC, as in effect as of the Closing Date.

"Material Adverse Effect" means a material adverse effect on any of (a) the operations, assets, liabilities, or financial condition of the Loan Parties taken as a whole, (b) the ability of the Loan Parties taken as a whole to perform any of their obligations under any Loan Document or (c) the rights and remedies of any Agent or any Lender under any Loan Document.

"Material Contract" means, with respect to any Person, (a) each contract or agreement to which such Person or any of its Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $5,000,000 or more in any Fiscal Year (other than purchase orders in the ordinary course of the business of such Person or such

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Subsidiary and other than contracts that by their terms may be terminated by such Person or Subsidiary upon less than 60 days' notice without penalty or premium) and (b) all other contracts or agreements as to which the breach, nonperformance, cancellation or failure to renew by any party thereto would reasonably be expected to have a Material Adverse Effect.

"Material Subsidiary" means each Restricted Subsidiary, other than any Restricted Subsidiary that has been designated in writing by the Borrower to the Administrative Agent as not qualifying as a Material Subsidiary; provided that if, at the end of or for the most recent period of four consecutive Fiscal Quarters, the combined consolidated total assets or combined consolidated revenues of all Restricted Subsidiaries that do not constitute Material Subsidiaries shall have exceeded 5% of the consolidated total assets of Holdings, the Borrower and the Restricted Subsidiaries or 5% of the consolidated revenues of Holdings, the Borrower and the Restricted Subsidiaries, then one or more of such excluded Restricted Subsidiaries shall for all purposes of this Agreement be deemed to be Material Subsidiaries in descending order based on the amounts of their consolidated total assets or consolidated revenues, as applicable, until such excess shall have been eliminated. As of the Closing Date, the Restricted Subsidiaries that are not Material Subsidiaries are listed on Schedule 1.01(C).

"Maturity Date Extension Request" means a request by the Borrower, in a form reasonably satisfactory to the Administrative Agent, for the extension of the applicable Final Maturity Date pursuant to Section 2.14.

"Moody's" means Xxxxx'x Investors Service, Inc. and any successor thereto.

"Mortgage" means a mortgage, deed of trust or deed to secure debt, each in form and substance satisfactory to the Collateral Agent and the Borrower (it being agreed that the form of mortgage, deed of trust or deed to secure debt, as applicable, entered into by the Loan Parties in connection with the Existing Credit Agreement shall be satisfactory in form and substance to the Collateral Agent), made by a Loan Party in favor of the Collateral Agent for the benefit of the Agents and the Lenders, securing the Obligations and delivered to the Collateral Agent.

"Mortgaged Property" means the Closing Date Mortgaged Property and the New Mortgaged Property.

"Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which any Loan Party or any of its ERISA Affiliates contributes or is obligated to contribute.

"Net Cash Proceeds" means, with respect to any issuance or incurrence of any Indebtedness, any Equity Issuance, any Disposition (including, for the avoidance of doubt, any Sale and Leaseback Transaction) or the receipt of any Extraordinary Receipts by any Person or any of its Restricted Subsidiaries, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred consideration) by or on behalf of such Person or such Restricted Subsidiary, in connection therewith after deducting therefrom only (a) in the case of any Disposition or the receipt of any Extraordinary Receipts consisting of insurance proceeds or condemnation awards, the amount of any Indebtedness secured by any Permitted Lien on any asset (other than Indebtedness assumed

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by the purchaser of such asset) which is required to be, and is, repaid in connection therewith (other than Indebtedness under this Agreement), (b) all expenses related thereto incurred by such Person or such Restricted Subsidiary in good faith in connection therewith (including, with respect to any Permitted Disposition or Sale and Leaseback Transaction permitted under Section 7.02(f), expenditures in respect of moving and build-out costs), (c) transfer taxes paid or reasonably estimated to be payable to any taxing authorities by such Person or such Restricted Subsidiary in connection therewith, and (d) net income taxes to be paid in connection therewith (after taking into account any tax credits or deductions and any tax sharing arrangements), in each case, to the extent, but only to the extent, that the amounts so deducted are (i) actually paid (or reasonably estimated to be payable) to a Person that, except in the case of out-of-pocket expenses and tax payments, is not an Affiliate of such Person or any of its Restricted Subsidiaries and (ii) properly attributable to such transaction or to the asset that is the subject thereof.

"New Mortgaged Property" has the meaning specified therefor in Section 7.01(n).

"Notes" means up to $500,000,000 in aggregate principal amount of Holdings’' 6.0% Senior Secured Convertible Notes due 2027 issued pursuant to the Notes Indenture.

"Notes Indenture" means the Indenture, dated November 17, 2020, among Holdings, as issuer, the guarantors party thereto from time to time and U.S. Bank National Association, as trustee, as amended as of the Closing Date and as such document is further amended, restated, supplemented or otherwise modified from time to time.

"Notes Junior Intercreditor Agreement" means the first-lien/second-lien intercreditor agreement dated as of the Closing Date, among the Agents, U.S. Bank National Association, as collateral agent in respect of the Senior Secured Notes and Alter Domus Products Corp., as collateral agent in respect of the Notes.

"Notice of Borrowing" has the meaning specified therefor in Section 2.02(a).

"Obligations" means all present and future indebtedness, obligations, and liabilities of each Loan Party to the Agents and the Lenders arising under or in connection with this Agreement or any other Loan Document, whether or not the right of payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 9.01. Without limiting the generality of the foregoing, the Obligations of each Loan Party under the Loan Documents include (a) the obligation (irrespective of whether a claim therefor is allowed in an Insolvency Proceeding) to pay principal, interest, charges, expenses, fees, premiums, attorneys' fees and disbursements, indemnities and other amounts payable by such Person under the Loan Documents, (b) the obligation of such Person to reimburse any amount in respect of any of the foregoing that any Agent or any Lender (in its sole discretion) may elect to pay or advance on behalf of such Person, (c) all Collateral Agent Advances and (d) the obligation to pay, discharge and satisfy the Erroneous Payment Subrogation Rights.

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"Option Awards Agreement" means the Nonqualified Stock Option Agreement, dated as of August 5, 2019, between Fortress Operating Entity I LP and Holdings, as in effect as of the Closing Date.

"Other Applicable Indebtedness" has the meaning specified therefor in Section 2.05(d).

"Other Connection Taxes" means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

"Other Taxes" means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

"Pari Passu Intercreditor Agreement" means the first-lien/first-lien intercreditor agreement dated as of the Closing Date, among the Agents and U.S. Bank National Association, as collateral agent in respect of the Senior Secured Notes.

"Participant Register" has the meaning specified therefor in Section 12.07(i).

"Payment Office" means the Administrative Agent's office located at Citibank Delaware, One Penn’'s Way, OPS II, Xxx Xxxxxx, XX 00000, or at such other office or offices of the Administrative Agent as may be designated in writing from time to time by the Administrative Agent to the Lenders, the Collateral Agent and the Borrower.

“"Payment Recipient”" has the meaning assigned to it in Section 10.18(a).

"Payoff" means the repayment, prepayment, repurchase, redemption, defeasance or discharge in full of each of the Existing Credit Agreement, and the termination of all commitments thereunder and the release of all security interests and guaranties in connection therewith.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

"Perfection Certificate" means a certificate in form and substance reasonably satisfactory to the Collateral Agent and the Borrower providing information with respect to the property of each Loan Party.

"Periodic Term SOFR Determination Day" has the meaning specified in the definition of "Term SOFR".

"Permitted Acquisition" means any Acquisition by a Loan Party or any wholly-owned Restricted Subsidiary of a Loan Party to the extent that each of the following conditions shall have been satisfied:

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(a) no Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition;

(b) the Borrower shall have furnished to the Administrative Agent at least 10 Business Days prior to the consummation of such Acquisition (i) a term sheet (setting forth in reasonable detail the terms and conditions of such Acquisition) or executed purchase agreement and, at the request of any Agent, such other information and documents that any Agent may reasonably request with respect to such Acquisition, including executed counterparts of the respective agreements, instruments or other documents pursuant to which such Acquisition is to be consummated (including any related management, non-compete, employment, option or other material agreements), any schedules to such agreements, instruments or other documents and all other material ancillary agreements, instruments or other documents to be executed or delivered in connection therewith, (ii) solely to the extent prepared internally by the Borrower in connection with such Acquisition, pro forma financial statements of Holdings, the Borrower and its Restricted Subsidiaries after the consummation of such Acquisition, and (iii) a certificate of the chief financial officer of the Borrower, demonstrating on a pro forma basis compliance, as at the end of the most recently ended Fiscal Quarter for which internally prepared financial statements are available, with the covenant set forth in Section 7.03 hereof after the consummation of such Acquisition;

(c) the agreements, instruments and other documents referred to in paragraph (b) above shall provide that (i) neither the Loan Parties nor any of their Restricted Subsidiaries shall, in connection with such Acquisition, assume or remain liable in respect of any Indebtedness of the applicable Seller or Sellers, or other obligation of the applicable Seller or Sellers (except for obligations incurred in the ordinary course of business in operating the property so acquired and necessary or desirable to the continued operation of such property and except for Permitted Indebtedness), and (ii) all property to be so acquired in connection with such Acquisition shall be free and clear of any and all Liens, except for Permitted Liens (and if any such property is subject to any Lien not permitted by this clause (ii) then concurrently with such Acquisition such Lien shall be released);

(d) the aggregate consideration in respect of Equity Interests in Persons that do not become Loan Parties upon the consummation of such Acquisition, and in respect of assets that are acquired by Restricted Subsidiaries that are not Loan Parties in connection with such Acquisition, shall not for all such Acquisitions made after the Closing Date (when taken together with the aggregate amount of Investments then outstanding under clause (d) of “"Permitted Intercompany Investments”") exceed $100,000,000;

(e) the assets being acquired (other than a de minimis amount of assets in relation to the Loan Parties' and their Restricted Subsidiaries' total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of the Loan Parties and their Restricted Subsidiaries or a business reasonably related thereto;

(f) the applicable Loan Party or Restricted Subsidiary shall execute and deliver the agreements, instruments and other documents required by Section 7.01(b) on or prior to the date of the consummation of such Acquisition (or arrangements reasonably satisfactory to the Administrative Agent for the taking of such actions within the grace periods provided in Section 7.01(b) for a newly-formed or acquired Restricted Subsidiary shall have been made);

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(g) the consideration for any such Acquisition shall consist solely of (x) Equity Interests of Holdings or cash generated by the issuance of Equity Interests of Holdings or (y) unrestricted cash on the balance sheet; and

(h) the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter, is equal to or less than 3.00 to 1.00 after giving effect to such Permitted Acquisition.

"Permitted Disposition" means:

(a) sale of Inventory in the ordinary course of business;

(b) licensing or sub-licensing, on a non-exclusive basis, Intellectual Property rights in the ordinary course of business;

(d) (i) the lapse of Registered Intellectual Property of the Borrower and its Restricted Subsidiaries to the extent not economically desirable in the conduct of their business or (ii) the abandonment of Intellectual Property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Secured Parties;

(e) any involuntary loss, damage or destruction of property;

(f) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property;

(g) so long as no Event of Default has occurred and is continuing or would result therefrom, Dispositions of assets from Holdings, the Borrower or any of its Restricted Subsidiaries to Holdings, the Borrower or any of its Restricted Subsidiaries; provided that any such Dispositions after the Closing Date involving a Restricted Subsidiary that is not a Loan Party shall be made in compliance with Section 7.02(j).

(h) the granting of Permitted Liens;

(i) (x) Disposition of obsolete or worn-out equipment or equipment that is no longer used or useful in the business of Holdings, the Borrower and its Restricted Subsidiaries, in each case in the ordinary course of business and (y) Dispositions of equipment to the extent such equipment is exchanged for credit against the purchase price of similar replacement property;

(j) Dispositions of accounts receivable in connection with a compromise, write-down or collection thereof in the ordinary course of business or in connection with the bankruptcy or reorganization of the applicable counterparty and Dispositions of any securities received in any such bankruptcy or reorganization;

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(k) Dispositions of property or assets the aggregate amount of consideration received for which does not exceed, for all such Dispositions made pursuant to this clause (k), $10,000,000; and

(l) Dispositions of property or assets not otherwise permitted in clauses (a) through (k) above as long as (i) the aggregate amount of consideration received is not less than the fair market value of such property or assets and (ii) 75% of the purchase price is payable in cash or Cash Equivalents; provided that (A) any liabilities (as shown on the Borrower’'s or such Restricted Subsidiary’'s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition shall be deemed to be cash consideration in an amount equal to the liabilities so assumed and (B) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of any Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (B) that is at that time outstanding, not in excess of $5,000,000 at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash consideration.

"Permitted Indebtedness" means:

(a) any Indebtedness owing to any Agent or any Lender under this Agreement and the other Loan Documents;

(b) any other Indebtedness listed on Schedule 7.02(b), and any Permitted Refinancing Indebtedness in respect of such Indebtedness;

(d) Permitted Intercompany Investments;

(e) Indebtedness incurred in the ordinary course of business under performance, surety, statutory, and appeal bonds and similar obligations (other than in respect of other Indebtedness);

(f) Indebtedness owed to any Person (including obligations in respect of letters of credit, bank guarantees and similar instruments for the benefit of such Person) providing property, casualty, liability, or other insurance to the Loan Parties, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only during such period;

(g) the incurrence by any Loan Party of Indebtedness under Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Party's operations and not for speculative purposes;

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(h) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called "procurement cards" or "P-cards") or other similar cash management services, in each case, incurred in the ordinary course of business;

(i) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation of any Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions;

(j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of incurrence;

(k) Indebtedness consisting of the financing of insurance premiums to the extent non-recourse (other than to the insurance premiums) incurred in the ordinary course of business;

(l) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(m) Indebtedness in respect of Contingent Obligations of Holdings, the Borrower or any of its Restricted Subsidiaries in respect of Indebtedness of Holdings, the Borrower or any of its Restricted Subsidiaries permitted hereunder; provided that, in the case of a Contingent Obligation of a Loan Party in respect of Indebtedness of a Restricted Subsidiary that is not a Loan Party, such Contingent Obligation is permitted under Section 7.02(e);

(n) other unsecured Indebtedness in an aggregate principal amount not exceeding $25,000,000 at any time outstanding;

(o) the Existing Convertible Notes in an aggregate principal amount not to exceed the aggregate principal amount thereof on the Closing Date, and Permitted Refinancing Indebtedness in respect thereof;

(p) (i) Indebtedness of the Borrower or any of its Restricted Subsidiaries incurred to finance the acquisition, construction, lease or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed by the Borrower or any of its Restricted Subsidiaries in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or lease or the completion of such construction or improvement, and (ii) Permitted Refinancing Indebtedness in respect of Indebtedness incurred or assumed pursuant to clause (i) above; provided further that the aggregate principal amount of Indebtedness permitted by this clause (p) shall not exceed, at any time outstanding, the greater of (x) $12,500,000 and (y) 2.5% of Consolidated EBITDA of Holdings, the Borrower and its Restricted Subsidiaries for the most recently ended period of four consecutive Fiscal Quarters for which financial statements are required to have been delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable;

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(q) (i) the Notes and Permitted Refinancing Indebtedness in respect thereof and (ii) the Senior Secured Notes and Permitted Refinancing Indebtedness in respect thereof;

(r) (i) Indebtedness in the form of one or more series of senior secured notes, junior secured notes, junior secured term loans, senior secured revolving credit facilities or junior secured revolving credit facilities (“"Incremental Equivalent Indebtedness”") of the Borrower secured by the Collateral on either a pari passu basis (but without regard to control of remedies) with the Obligations or a junior basis to the Obligations or unsecured, in an aggregate principal amount not to exceed, at any one time outstanding, the sum of (x) $206,000,000 less the aggregate principal amount of (without duplication) Incremental Term Loans incurred pursuant to clause (x) of Section 2.13(a) at or prior to such time, plus (y) [reserved], plus (z) additional amounts if, immediately after giving effect to the incurrence of such additional amount (but without giving effect to any amount incurred simultaneously under the immediately preceding clause (x)) and the application of the proceeds therefrom, (1) in the case of any Incremental Equivalent Indebtedness that will be secured by the Collateral on a pari passu basis (but without regard to control of remedies) with the Obligations in respect of the Term Loans, the First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Equivalent Indebtedness, is equal to or less than 2.00 to 1.00, (2) in the case of any Incremental Equivalent Indebtedness that will be secured by the Collateral on a junior basis to the Obligations in respect of the Term Loans, the Secured Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Equivalent Indebtedness, is equal to or less than 3.00 to 1.00 or (3) in the case of any Incremental Equivalent Indebtedness that will be unsecured, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the most recently ended Fiscal Quarter giving effect to the incurrence of such Incremental Equivalent Indebtedness, is equal to or less than 3.50 to 1.00; provided that no Event of Default shall have occurred and be continuing at the time of incurrence of such Indebtedness or would result therefrom, provided, further, that such Indebtedness shall (1) if such Indebtedness is secured on a pari passu basis (but without regard to control of remedies) with the Obligations, have a maturity date that is no earlier than the Latest Maturity Date at the time such Indebtedness is incurred, and if such Indebtedness is secured on a junior basis to the Obligations, have a maturity date that is at least 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (2) if such Indebtedness is secured on a pari passu basis (but without regard to control of remedies) with the Obligations (other than in the case of any senior secured revolving credit facilities), have a weighted average life to maturity no shorter than the longest remaining weighted average life to maturity of the Loans and, if such Indebtedness is secured on a junior basis to the Obligations, shall not be subject to scheduled amortization prior to maturity, (3) if such Indebtedness is secured on a pari passu basis (but without regard to control of remedies) with the Obligations, not be subject to any mandatory prepayment, repurchase or redemption provisions, unless the prepayment, repurchase or redemption of such Indebtedness is accompanied by an offer to prepay a pro rata portion of the outstanding principal of the Loans hereunder pursuant to Section 2.05(d) and, if such Indebtedness is secured on a junior basis to the Obligations, shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (other than pursuant to customary asset sale, event of loss and change of control prepayment provisions and a customary acceleration right after an event of default), in each case prior to the Latest Maturity

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Date at the time such Indebtedness is incurred (provided that, in the case of any Incremental Equivalent Indebtedness in the form of revolving credit facilities, such Indebtedness may be prepaid in the event that the aggregate revolving exposure thereunder exceeds the aggregate revolving commitments thereunder), (4) if such Indebtedness is secured on a pari passu basis (but without regard to control of remedies) with the Obligations, be in the form of debt securities (and, for purposes of clarity, not loans) and subject to a Permitted Pari Passu Intercreditor Agreement and, if such Indebtedness is secured on a junior basis to the Obligations, be subject to a Permitted Junior Intercreditor Agreement, (5) not be (A) guaranteed by any Person other than the Guarantors or (B) secured by any assets of Holdings, the Borrower or any of the Restricted Subsidiaries other than the Collateral that secures the Obligations and (6) have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or optional redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole); provided that (x) any Incremental Equivalent Indebtedness in the form of a revolving credit facility may have a financial maintenance covenant so long as such financial maintenance covenant applies to the Loans and (y) a certificate of the Borrower as to the satisfaction of the conditions described in this clause (6) delivered at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (6), shall be conclusive, unless the Administrative Agent shall have notified the Borrower of its objection to such determination not later than three Business Days after receipt of such notice, and (ii) any Permitted Refinancing Indebtedness in respect of such Indebtedness;

(s) Indebtedness of the Borrower or any Restricted Subsidiary in the form of purchase price adjustments, earn-outs, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Permitted Investment;

(t) Indebtedness of Foreign Subsidiaries, including in respect of local lines of credit, letters of credit, bank guarantees, receivables financings, factoring arrangements, sale and leaseback transactions and similar extensions of credit in the ordinary course of business, in an aggregate principal amount not to exceed, at any time outstanding, the greater of (i) $25,000,000 and (ii) 5% of Consolidated EBITDA of Holdings, the Borrower and its Restricted Subsidiaries for the most recently ended period of four consecutive Fiscal Quarters for which financial statements are required to have been delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable; provided that if such Indebtedness is secured, it shall be secured only by the assets of such Foreign Subsidiary; and

(u) Indebtedness of the Borrower or any Restricted Subsidiary under the Paycheck Protection Program of the U.S. Small Business Administration in an aggregate principal amount not to exceed, at any time outstanding, $20,000,000.

"Permitted Intercompany Investments" means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Restricted Subsidiary that is not a Loan Party to or in

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another Restricted Subsidiary that is not a Loan Party, (c) a Restricted Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement, (d) a Loan Party to or in a Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of Investments made after the Closing Date pursuant to this clause (d) (when taken together with any Permitted Acquisitions made pursuant to clause (d) of the definition of “"Permitted Acquisitions”" after the Closing Date) shall not exceed $100,000,000 at any time outstanding; provided, further, that intercompany current liabilities incurred in the ordinary course of business and in good faith in connection with cash management operations of the Borrower and its Restricted Subsidiaries shall not count in calculating the limitation set forth in the immediately preceding proviso, and (e) Loan Parties as specified in Part II to Schedule 7.02(e) hereto.

"Permitted Investments" means:

(a) Investments in cash and Cash Equivalents;

(b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business;

(d) Investments received in settlement of amounts due to any Loan Party or any of its Restricted Subsidiaries effected in the ordinary course of business or owing to any Loan Party or any of its Restricted Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Restricted Subsidiaries;

(e) Investments existing on the Closing Date, as set forth in Part I to Schedule 7.02(e) hereto, but not any increase in the amount thereof as set forth in such Schedule or any other modification of the terms thereof;

(f) Permitted Intercompany Investments;

(g) Permitted Acquisitions;

(h) (i) earn-outs that become due and payable to any Loan Party or its Restricted Subsidiaries pursuant to the terms of Section 1.8 of the BridgeTower Asset Purchase Agreement and (ii) other purchase price adjustments, earn-outs, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any Permitted Acquisition or other Permitted Investment;

(i) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

(j) Investments in Hedging Agreements permitted under Section 7.02(b);

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(k) extensions of trade credit in the ordinary course of business, and investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors in the ordinary course of business;

(l) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with customers consistent with past practices;

(m) Investments consisting of the purchase of outstanding minority interests in non-wholly owned subsidiaries of the Loan Parties pursuant to obligations existing as of the Closing Date and set forth on Schedule 7.02(e);

(n) Investments in the form of guarantees of third-party lease obligations arising in connection with Permitted Dispositions;

(o) Investments of any Person (other than an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or consolidates or merges with the Borrower or any of its Restricted Subsidiaries so long as such Investments were not made in contemplation of such Person becoming a Restricted Subsidiary or of such consolidation or merger;

(p) Guarantees by any Loan Party or any Restricted Subsidiary of obligations in respect of leases (including subleases) and other obligations, in each case that do not constitute Indebtedness; and

(q) other Investments by the Borrower or any of its Restricted Subsidiaries in an aggregate amount, as valued at cost at the time each such Investment is made and including all related commitments for future Investments (and the principal amount of any Indebtedness that is assumed or otherwise incurred in connection with such Investment), in an aggregate amount at any time outstanding not in excess of, for any Fiscal Quarter, the RP/Investment Amount for such Fiscal Quarter (less the sum of (x) the aggregate amount of Restricted Payments that have been made pursuant to clause (g) of the definition of "Permitted Restricted Payments" during such Fiscal Quarter and (y) the aggregate principal amount of Junior Indebtedness that has been repaid pursuant to subclause (x) of Section 7.02(m)(ii)(A) during such Fiscal Quarter, in each case on or prior to the applicable date of determination); provided that (x) at the time such Investment is made pursuant to this clause (q), no Event of Default shall have occurred and be continuing or would result therefrom and (y) such Investment shall be made in the form of cash or Cash Equivalents.

"Permitted Junior Intercreditor Agreement" means, with respect to any Liens on Collateral that are intended to be junior to the Liens on the Collateral securing the Term Loans, an intercreditor agreement for the sharing of liens on a junior basis in form and substance that is reasonably acceptable to the Administrative Agent and the Collateral Agent in their sole discretion.

"Permitted Liens" means:

(a) Liens securing the Obligations;

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(b) Liens for taxes, assessments and governmental charges the payment of which is not required under Section 7.01(c)(ii);

(c) Liens imposed by law, such as carriers', warehousemen's, mechanics', materialmen's and other similar Liens arising in the ordinary course of business and securing obligations (other than Indebtedness for borrowed money) that are not overdue by more than 30 days or are being contested in good faith and by appropriate proceedings initiated as promptly as practicable and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor;

(d) Liens described on Schedule 7.02(a), provided that any such Lien shall only secure the Indebtedness that it secures on the Closing Date and any Permitted Refinancing Indebtedness in respect thereof;

(e) Liens in respect of Refinancing Facilities and subject to a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable;

(f) deposits and pledges of cash securing (i) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (ii) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations or (iii) obligations on surety or appeal bonds (and, in the case of each of the foregoing, deposits and pledges of cash in respect of letters of credit, bank guarantees or similar instruments issued for the account of Holdings, the Borrower or any Subsidiary in support of any such obligations), but only to the extent such deposits or pledges are made or otherwise arise in the ordinary course of business and secure obligations not past due;

(g) with respect to any Mortgaged Property, covenants, easements, zoning restrictions and similar encumbrances on real property and minor irregularities in the title thereto that do not (i) secure obligations for the payment of money (other than Indebtedness otherwise permitted hereunder) or (ii) materially impair the value of such property or its use by any Loan Party or any of its Subsidiaries in the normal conduct of such Person's business;

(h) Liens of landlords and mortgagees of landlords securing unpaid rents (i) arising by statute or under any lease or related Contractual Obligation entered into in the ordinary course of business, (ii) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, or (iii) for amounts not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(i) the title and interest of a lessor or sublessor, or of a licensor or a sublicensor, in and to personal property leased or subleased (other than through a Capitalized Lease), or licensed or sublicensed, in each case extending only to such personal property;

(j) non-exclusive licenses of Intellectual Property granted in the ordinary course of business;

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(k) judgment liens securing judgments and other proceedings not constituting an Event of Default under Section 9.01(j);

(l) rights of set-off, bankers' liens or similar rights and remedies upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business;

(m) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of "Permitted Indebtedness";

(n) Liens solely on any xxxx xxxxxxx money deposits made by any Loan Party in connection with any letter of intent or purchase agreement with respect to a Permitted Acquisition;

(o) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(p) Liens (x) of a collection bank arising under Section 4-208 of the Uniform Commercial Code (or any comparable or successor provision) on items in the course of collection, and (y) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business;

(q) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;

(r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;

(s) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries and do not secure any Indebtedness;

(t) Liens arising from UCC or other applicable personal property financing statement filings regarding operating leases entered into by the Borrower and its Subsidiaries in the ordinary course of business;

(u) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capitalized Lease Obligation incurred) by the Borrower or any of its Restricted Subsidiaries; provided that (i) such Liens only secure Indebtedness incurred to finance such acquisition, construction or improvement and permitted by clause (p)(i) of the definition of “"Permitted Indebtedness”" or any Permitted Refinancing Indebtedness in respect thereof permitted by clause (p)(ii) of the definition of “"Permitted Indebtedness”", (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement

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(provided that this clause (ii) shall not apply to any Permitted Refinancing Indebtedness permitted by clause (p)(ii) of the definition of “"Permitted Indebtedness”" or any Lien securing such Permitted Refinancing Indebtedness), (iii) the Indebtedness secured thereby does not exceed the lesser of the cost of acquiring, constructing or improving such fixed or capital asset or, in the case of Indebtedness permitted by clause (p)(i) of the definition of “"Permitted Indebtedness”", its fair market value at the time such security interest attaches, and in any event, the aggregate principal amount of such Indebtedness does not exceed the principal amount of Indebtedness permitted under clause (p) of the definition of “"Permitted Indebtedness”" and (iv) such Liens shall not apply to any other property or assets of the Borrower or any of its Restricted Subsidiaries (except assets financed by the same financing source pursuant to the same financing scheme in the ordinary course of business);

(v) Liens arising from Cash Equivalents described in clause (d) of the definition of “"Cash Equivalents”";

(w) (i) Liens securing the Notes and subject to the Notes Junior Intercreditor Agreement and (ii) Liens securing the Senior Secured Notes and subject to the Pari Passu Intercreditor Agreement;

(x) in the case of (i) any Restricted Subsidiary that is not a wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Restricted Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Restricted Subsidiary or such other Person set forth in the organizational documents of such Restricted Subsidiary or such other Person or any related joint venture, shareholders’' or similar agreement;

(y) Liens granted by a Restricted Subsidiary that is not a Loan Party in respect of Indebtedness permitted to be incurred by such Restricted Subsidiary under Section 7.02(b);

(z) Liens granted by (i) the Borrower or any other Loan Party in respect of Indebtedness permitted to be incurred on a secured basis under clause (r) of the definition of "Permitted Indebtedness" and (ii) any Foreign Subsidiary in respect of Indebtedness permitted to be incurred under clause (t) of the definition of "Permitted Indebtedness"; and

(aa) Liens not otherwise permitted by clauses (a) through (z) of this definition to the extent that neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds $10,000,000 at any time outstanding.

"Permitted Pari Passu Intercreditor Agreement" means, with respect to any Liens on Collateral that are intended to be pari passu with the Liens on the Collateral securing the Term Loans, an intercreditor agreement for the sharing of liens on a pari passu in form and substance that is reasonably acceptable to the Administrative Agent and the Collateral Agent in their sole discretion.

"Permitted Refinancing Indebtedness" means the extension of maturity, refinancing or modification of the terms of Indebtedness so long as:

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(a) after giving effect to such extension, refinancing or modification, the aggregate principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness and unused commitments outstanding immediately prior to such extension, refinancing or modification (other than by the amount of accrued and unpaid interest with respect thereto and premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto);

(b) such extension, refinancing or modification does not result in (i) the average weighted maturity (measured as of the extension, refinancing or modification) of the Indebtedness so extended, refinanced or modified being shorter than the shorter of (x) the remaining average weighted maturity of the Loans of each Class and (y) the remaining average weighted maturity of such Indebtedness prior to giving effect to such extension, refinancing or modification or (ii) the maturity date of the Indebtedness so extended, refinanced or modified being earlier than the earlier of (x) the Latest Maturity Date and (y) the maturity date of such Indebtedness prior to giving effect to such extension, refinancing or modification;

(c) such extension, refinancing or modification is pursuant to terms (including terms relating to the payment of cash interest (which cannot exceed the amount of cash interest payable on such Indebtedness as of the Closing Date)) that are not less favorable, when taken as a whole, to the Loan Parties and the Lenders than the terms of the Indebtedness being extended, refinanced or modified;

(d) the Indebtedness that is extended, refinanced or modified is not recourse to any Loan Party or any of its Subsidiaries that is liable on account of the obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended;

(e) if the Indebtedness that is extended, refinanced or modified is subordinated to the Obligations, then such extension, refinancing or modification shall also be subordinated to the Obligations on terms not less favorable in any material respect to the Lenders; and

(f) such extension, refinancing or modification shall not be secured by any Lien on any asset other than the assets that secured such Indebtedness (or would have been required to secure such Indebtedness pursuant to the terms thereof).

"Permitted Restricted Payments" means any of the following Restricted Payments made by:

(a) the Borrower or any of its Restricted Subsidiaries to Holdings, the Borrower or any of its Restricted Subsidiaries; provided that, if the Person making such Restricted Payment is a Loan Party, then the recipient of such Restricted Payment shall also be a Loan Party;

(b) Holdings to make Restricted Payments in the form of common Equity Interests;

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(c) ~~[reserved]~~Holdings pursuant to Stock Repurchases consummated on or prior to December 31, 2022; provided that the aggregate amount of Restricted Payments made pursuant to this clause (c) shall not exceed $50,000,000;

(d) Holdings to make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchange for Equity Interests in Holdings;

(e) Holdings to repurchase Equity Interests upon the exercise of stock options if such Equity Interests represent a portion of the exercise price of such stock options;

(f) Detroit Newspaper Partnership, L.P., a Michigan limited partnership (the "Detroit Partnership"), to Detroit News, Inc., a Michigan corporation and a wholly owned subsidiary of Media News Group, Inc. ("Detroit News"), as required pursuant to the Amended and Restated Joint Operating Agreement dated as of August 3, 2005 (as amended as of February 6, 2009), by and between Detroit Free Press, Incorporated, a Michigan corporation, and Detroit News, as such agreement is in effect as of the Closing Date, and in an amount not to exceed $2,000,000 in any Fiscal Year; and

(g) Holdings to make Restricted Payments in an aggregate amount not in excess of, for any Fiscal Quarter, the RP/Investment Amount for such Fiscal Quarter (less the sum of (x) the aggregate amount of Investments outstanding (without giving effect to any write-off or write-down) that have been made pursuant to clause (q) of the definition of "Permitted Investment" during such Fiscal Quarter and (y) the aggregate principal amount of Junior Indebtedness that has been repaid pursuant to subclause (x) of Section 7.02(m)(ii)(A) during such Fiscal Quarter, in each case on or prior to the applicable date of determination); provided that at the time any such Restricted Payment is made pursuant to clause (g), no Event of Default shall have occurred and be continuing or would result therefrom.

"Permitted Rights Agreement" means that certain Rights Agreement, to be dated on or around April 6, 2020 (as the same may be amended, restated, supplemented or otherwise modified in a manner that is not adverse to the interests of the Agents and the Lenders), entered into by Holdings and approved by the Board of Directors of Holdings, pursuant to or in accordance with which Holdings may issue, by dividend or otherwise, to the holders of its common stock purchase rights for the purchase of shares of common stock, preferred stock or other Equity Interests upon the occurrence of specified events, which stockholder rights agreement contains customary terms and conditions (including the right of Holdings to redeem such purchase rights for nominal consideration) for stockholders rights agreements of this type, together with all agreements, filings and other documentation customarily entered into or delivered in connection with such a rights agreement.

"Permitted Specified Liens" means Permitted Liens described in clauses (a), (b), (c), (e) and (w) of the definition of "Permitted Liens", and, solely in the case of Section 7.01(b)(i), including clauses (g), (h) and (i) of the definition of "Permitted Liens".

"Permitted Tax Distribution" means, for any taxable period during which (i) the Borrower and its Restricted Subsidiaries are part of a consolidated, combined, unitary or similar

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group for U.S. federal and/or applicable, state, local or foreign Tax purposes (a “"Consolidated Group”") or (ii) the Borrower is a disregarded entity for U.S. federal income tax purposes that is wholly owned (directly or indirectly) by a Person that is a member of a Consolidated Group, distributions to discharge the income Tax liabilities of such Consolidated Group, when and as due, in an amount not to exceed the amount that the Borrower would be required to pay in respect of income Taxes for such taxable period if the Borrower were the parent of a separate Consolidated Group consisting of the Borrower and its Restricted Subsidiaries that are (or are disregarded entities wholly owned by) members of such Consolidated Group (computed at the highest marginal tax rate applicable to a corporation residing in New York, New York and in effect for such taxable period, and taking into account the character and type of income earned and any actual carryovers and carrybacks of Tax attributes (such as net operating losses) of the Borrower and such Restricted Subsidiaries from other taxable years).

"Person" means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other enterprise or entity or Governmental Authority.

"Plan" means any Employee Plan or Multiemployer Plan.

“"Platform”" means Debt Domain, Intralinks, Syndtrak, DebtX or a substantially similar electronic transmission system.

"Prime Rate" means the rate of interest in effect for such day as publicly announced from time to time by Citibank as its “"prime rate”" on the date of determination (or, if Citibank ceases to quote such rate, the prime lending rate as set forth on the Bloomberg page PRIMBB Index (or successor page) for such day (or such other service as reasonably determined by the Administrative Agent from time to time for purposes of providing quotations of prime lending interest rates)).

"Pro Rata Share" means, with respect to a Lender's obligation to make a Loan and the right to receive payments of interest, fees, and principal with respect thereto, the percentage obtained by dividing (i) such Lender's Commitment of the applicable Class, by (ii) the aggregate Commitments of such Class; provided that if the aggregate Commitments of the applicable Class have been reduced to zero, the numerator shall be the aggregate unpaid principal amount of such Lender's portion of the Loans of such Class and the denominator shall be the aggregate unpaid principal amount of the Loans of such Class held by all Lenders.

"Projections" means financial projections of Holdings and its Subsidiaries delivered pursuant to Section 7.01(a)(vi).

"PTE" means a prohibited transaction class exemption issued by the United States Department of Labor, as any such exemption may be amended from time to time.

"Public Lender" has the meaning specified therefor in Section 12.01(e).

"QFC Credit Support" has the meaning specified therefor in Section 12.26.

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"Qualified Cash" means, as of any date of determination, the aggregate amount of unrestricted cash on-hand of (x) the Loan Parties maintained in deposit accounts in the name of a Loan Party in the United States as of such date, which deposit accounts are, on and after the date that is 90 days after the Closing Date (unless a later date is otherwise agreed to by the Collateral Agent), subject to Control Agreements, and (y) the Excluded Subsidiaries referenced in clause (d) of the definition thereof.

"Qualified Equity Interests" means, with respect to any Person, all Equity Interests of such Person that are not Disqualified Equity Interests.

"Real Property Deliverables" means the requirement that within ninety (90) days after the Closing Date (unless a later date is otherwise agreed to by the Collateral Agent), with respect to the Mortgaged Property, the Collateral Agent shall have received each of the following agreements, instruments and other documents in respect of each Mortgaged Property:

(a) a Mortgage duly executed by the applicable Loan Party, in form and substance reasonably acceptable to the Collateral Agent and suitable for recording or filing, together with such other documents and instruments, payments of recording charges and/or taxes necessary to cause the same to be recorded in the real property records,

(b) evidence of the recording of each Mortgage in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Lien purported to be created thereby or to otherwise protect the rights of the Collateral Agent and the Lenders thereunder;

(d) a current ALTA survey and a surveyor's certificate, in form and substance satisfactory to the Collateral Agent, certified to the Collateral Agent and to the issuer of the Title Insurance Policy with respect thereto by a professional surveyor licensed in the state in which such Mortgaged Property is located and satisfactory to Collateral Agent; provided, however, that, with respect to any Mortgaged Property, Holdings and its Subsidiaries shall not be required to satisfy the requirements of this clause (d) if the Title Insurance Policy for the applicable Mortgage does not include a general exception concerning matters a survey would show based on an existing survey together with an affidavit of no change;

(e) an opinion of counsel, reasonably satisfactory to the Collateral Agent, in the state where such Mortgaged Property is located with respect to the enforceability of the Mortgage to be recorded and such other reasonable and customary matters as the Collateral Agent may reasonably request;

(f) if requested by the Collateral Agent, a reasonably satisfactory ASTM 1527-13 Phase I Environmental Site Assessment of each Mortgaged Property, in form and substance and by an independent firm reasonably satisfactory to Collateral Agent;

(g) if required by the Flood Laws, no later than three (3) Business Days prior to the delivery of the Mortgage, the following documents and instruments, in order to comply with the National Flood Insurance Reform Act of 1994 and related legislation (including the

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regulations of the Board of Governors of the Federal Reserve System): (1) a complete standard flood hazard determination form, (2) if any portion of the improvements on any Mortgaged Property is located in a special flood hazard area, a notification to the Borrower (“"Borrower Notice”") and, if applicable, notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“"NFIP”") is not available because the community does not participate in NFIP, (3) documentation evidencing the Borrower's receipt of the Borrower Notice and (4) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of the flood insurance policy, the Borrower's application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Agent; and

(h) such other agreements, instruments and other documents (including guarantees and opinions of counsel) as the Collateral Agent may reasonably require.

"Recipient" means any Agent and any Lender, as applicable.

"Reference Rate" means, for any period, the greater of (i) the Federal Funds ~~Effective~~ Rate plus 0.50% per annum, and (ii) the rate last quoted by The Wall Street Journal as the "Prime Rate" in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted ~~therein~~ (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Reference Rate shall be effective from and including the date such change is publicly announced as being effective.

"Refinancing Facilities" means, collectively, (i) any secured or unsecured term loans incurred by the Borrower (such loans, "Refinancing Term Loans") or (ii) any secured or unsecured notes or loans issued by the Borrower (whether under an indenture, a credit agreement or otherwise) (such loans or notes, the "Refinancing Notes") and, in each case, the Indebtedness represented thereby; provided, that (a) 100% of the Net Cash Proceeds of such Refinancing Term Loans or Refinancing Notes are used to permanently reduce Loans of the applicable Class on a dollar-for-dollar basis substantially simultaneously with the incurrence or issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Term Loans or Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate principal amount of the Loans so reduced plus any fees, premiums, original issue discount and accrued interest associated therewith, and costs and expenses related thereto; (c) the final maturity date of such Refinancing Term Loans or Refinancing Notes is on or after the Final Maturity Date of the Loans of the applicable Class; (d) the Weighted Average Life to Maturity of such Refinancing Term Loans or Refinancing Notes is no shorter than the remaining Weighted Average Life to Maturity of the Loans so reduced; (e) the terms of such Refinancing Term Loans or Refinancing Notes do not require any mandatory prepayments or mandatory redemptions, pursuant to a sinking fund obligation or otherwise, prior to the Latest Maturity Date (except as a result of (i) the payment in full of the Obligations (other than Contingent Indemnity Obligations) and (ii) a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans

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and all other Obligations (other than Contingent Indemnity Obligations) and the termination of the Commitments); (f) the other terms of such Refinancing Term Loans or Refinancing Notes, taken as a whole, are substantially similar to, or not materially less favorable to (i) the Borrower and its Subsidiaries or (ii) the Lenders, in each case, than the terms, taken as a whole, applicable to the Loans (other than any such less favorable terms that are (1) applicable only after the Latest Maturity Date or (2) added for the benefit of the existing Loans at the time of the applicable refinancing); (g) there shall be no obligor in respect of such Refinancing Term Loans or Refinancing Notes that is not a Loan Party and there shall be no asset or property that secures such Refinancing Term Loans or Refinancing Notes that is not Collateral; and (h) Refinancing Term Loans or Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

"Register" has the meaning specified therefor in Section 12.07(f).

"Registered Intellectual Property" means Intellectual Property that is issued, registered, renewed or the subject of a pending application with the U.S. Patent and Trademark Office or the U.S. Copyright Office, or any equivalent office or agency in any other country throughout the world.

"Registered Loans" has the meaning specified therefor in Section 12.07(f).

"Registration Rights Agreements" means the Registration Rights Agreement, dated and effective as of the Closing Date, between Holdings and FIG LLC, as in effect on the Closing Date.

"Regulation T", "Regulation U" and "Regulation X" mean, respectively, Regulations T, U and X of the Board or any successor, as the same may be amended or supplemented from time to time.

"Related Fund" means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in commercial loans and similar extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, trustees, agents and advisors of such Person and such Person's Affiliates.

"Relevant Governmental Body" has the meaning specified therefor in Section 2.08.

"Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, seeping, migrating, dumping or disposing of any Hazardous Material (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Material) into the indoor or outdoor environment, including the movement of Hazardous Materials through or in the ambient air, soil, surface or ground water, or property.

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"Remedial Action" means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate or in any other way address Hazardous Materials in the indoor or outdoor environment; (b) prevent or minimize a Release or threatened Release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (c) perform pre-remedial studies and investigations and post-remedial operation and maintenance activities; or (d) perform any other actions authorized by 42 U.S.C. § 9601.

"Replacement Lender" has the meaning specified therefor in Section 12.02(b).

"Reportable Event" means an event described in Section 4043 of ERISA (other than an event not subject to the provision for 30-day notice to the PBGC under the regulations promulgated under such Section).

"Repricing Event" means (a) any prepayment of Term Loans pursuant to Section 2.05(b)(ii) with the proceeds of any new or replacement tranche of broadly syndicated first lien secured term loan Indebtedness that is secured by the Collateral bearing interest at an All-in Yield less than the All-in Yield applicable to the Term Loans (as determined by the Administrative Agent in consultation with the Borrower) and (b) any amendment to this Agreement whose primary purpose is to directly or indirectly reduce the All-in Yield applicable to the Term Loans (it being understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a Holdout Lender in connection with any such amendment pursuant to Section 12.02(b)); provided that, in no event shall any such prepayment, repayment, refinancing, substitution, replacement, amendment, waiver or other modification in connection with a Change of Control, a Transformative Acquisition, a Transformative Disposition or any other transaction not otherwise permitted by this Agreement or for which this Agreement, in the good faith assessment of the Borrower, does not provide adequate flexibility for the continuation and/or expansion of the business of the Borrower and the Restricted Subsidiaries, constitute a Repricing Event. Any determination by the Administrative Agent in consultation with the Borrower of the All-in Yield for purposes of this definition shall be conclusive and binding on all Lenders holding the Term Loans.

"Required Lenders" means Lenders whose Pro Rata Shares of the Loans and Commitments of all Classes aggregate at least a majority by dollar amount of such Loans and Commitments.

"Requirements of Law" means, with respect to any Person, collectively, the common law and all Federal, state, provincial, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case that are applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Resignation Effective Date" has the meaning specified therefor in Section 10.07(a).

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"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"Responsible Officer" means, when used with respect to the Agent, any officer within the department of the Administrative Agent or Collateral Agent, as applicable, administering this matter, including any vice president, assistant vice president, senior associate, assistant secretary, assistant treasurer, trust officer or any other officer of the Agent who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any such matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

"Restricted Payment" means (a) the declaration or payment of any dividend or other distribution, direct or indirect, on account of any Equity Interests of any Loan Party or any of its Restricted Subsidiaries, now or hereafter outstanding, (b) the making of any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interests of any Loan Party or any direct or indirect parent of any Loan Party, now or hereafter outstanding or (c) the making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for the purchase or acquisition of shares of any class of Equity Interests of any Loan Party, now or hereafter outstanding.

"Restricted Subsidiary" means each Subsidiary other than an Unrestricted Subsidiary.

"RP/Investment Amount" means, for any Fiscal Quarter, (a) if the First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the immediately preceding Fiscal Quarter, is less than or equal to 2.0 to 1.0 but greater than 1.5 to 1.0, $25,000,000; (b) if the First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the immediately preceding Fiscal Quarter, is less than or equal to 1.5 to 1.0 but greater than 1.0 to 1.0, $50,000,000; and (c) if the First Lien Net Leverage Ratio, recomputed on a pro forma basis as of the last day of the immediately preceding Fiscal Quarter, is less than or equal to 1.0 to 1.0, an unlimited amount.

"Sale and Leaseback Transaction" means, with respect to Holdings, the Borrower or any of its Restricted Subsidiaries, any arrangement, directly or indirectly, with any Person whereby Holdings, the Borrower or any of its Restricted Subsidiaries shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property (or any portion thereof) or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

"Sanctioned Country" has the meaning specified in the definition of "Blocked Person".

"Sanctions Programs" means any of the sanctions programs and related Requirements of Law administered by (a) the U.S. government, including those administered by the Treasury Department's Office of Foreign Assets Control or the U.S. Department of State, or

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(b) the United Nations Security Council, the European Union, the Government of Canada or Her Majesty's Treasury of the United Kingdom, in each case, as renewed, extended, amended, or replaced.

"SEC" means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.

"Secured Net Leverage Ratio" means, with respect to any Person for any period, the ratio of (a) Total Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis outstanding as of the end of such period (excluding any Indebtedness to the extent unsecured), minus Unrestricted Cash of such Person and its Restricted Subsidiaries to (b) Consolidated EBITDA of such Person and its Restricted Subsidiaries for the period of four consecutive Fiscal Quarters then last ended for which financial statements have been (or were required to be) delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable. Unless otherwise specified, references to the "Secured Net Leverage Ratio" herein shall mean the Secured Net Leverage Ratio of Holdings, the Borrower and their respective Restricted Subsidiaries.

"Secured Party" means any Agent and any Lender.

"Securities Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect from time to time.

"Securitization" has the meaning specified therefor in Section 12.07(l).

"Security Agreement" means the Pledge and Security Agreement dated as of the Closing Date made by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Parties securing the Obligations.

"Security Documents" means, collectively, the Security Agreement, the Mortgages and each other security agreement or other instrument or document executed and delivered pursuant to any of the foregoing or pursuant to Section 7.01(b), Section 7.01(n) or Section 7.01(q) to secure any of the Obligations.

"Seller" means any Person that sells Equity Interests or other property or assets to a Loan Party or a Restricted Subsidiary of a Loan Party in a Permitted Acquisition.

"Senior Secured Notes" means up to $400,000,000 in aggregate principal amount of the Borrower’'s 6.000% Senior Secured Notes due 2026 issued pursuant to the Senior Secured Notes Indenture.

"Senior Secured Notes Indenture" means the Indenture, dated October 15, 2021, among the Borrower, as issuer, the guarantors party thereto from time to time and U.S. Bank National Association, as trustee, as amended, restated, supplemented or otherwise modified from time to time.

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"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

"SOFR Borrowing" means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

"SOFR Loan" means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of "Alternate Base Rate".

"Solvent" means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is not less than the total amount of the liabilities of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its existing debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute unreasonably small capital.

"Specified Transaction" means, with respect to any period, any investment, sale, transfer or other Disposition of assets, incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation, Investment or other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis.

"Standard & Poor's" means S&P Global Ratings, a segment of S&P Global Inc., and any successor to its rating agency business.

"Statutory Reserves" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentageStock Repurchases" means any repurchases by Holdings of its common stock pursuant to share repurchase programs approved by the board of directors of Holdings in open market transactions,

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including plans pursuant to Rule 10b5-1 under the Exchange Act and including repurchases via tender offers, accelerated stock buyback transactions, derivatives, other structured stock buyback transactions and privately negotiated transactions.

"Subsidiary" means, with respect to any Person at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity (a) the accounts of which would be consolidated with those of such Person in such Person's consolidated financial statements if such financial statements were prepared in accordance with GAAP or (b) of which more than 50% of (i) the outstanding Equity Interests having (in the absence of contingencies) ordinary voting power to elect a majority of the Board of Directors of such Person, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such Person. References to a Subsidiary shall mean a Subsidiary of Holdings unless the context expressly provides otherwise.

"Supported QFC" has the meaning specified therefor in Section 12.26.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

"Termination Event" means (a) a Reportable Event with respect to any Employee Plan, (b) any event that causes any Loan Party or any of its ERISA Affiliates to incur liability under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of the Internal Revenue Code, (c) the filing of a notice of intent to terminate an Employee Plan or the treatment of an Employee Plan amendment as a termination under Section 4041 of ERISA, (d) the institution of proceedings by the PBGC to terminate an Employee Plan, or (e) any other event or condition that would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Employee Plan.

"Term Loan" means, collectively, (i) the loans made by the Term Loan Lenders to the Borrower on the Closing Date pursuant to Sections 2.01(a) and (ii) the loans made by the Term Loan Lenders to the Borrower on the First Amendment Closing Date pursuant to the First Amendment. It is understood and agreed that all terms loans funded by the Term Loan Lenders to the Borrower on the First Amendment Closing Date pursuant to the First Amendment shall, from an after such funding, be "Term Loans" for all purposes of this Agreement.

"Term Loan Commitment" means, with respect to each Lender, the commitment of such Lender to make the Term Loan to the Borrower on the Closing Date in the amount set forth in Schedule 1.01(A) hereto or in the Assignment and Assumption pursuant to which such Lender became a Lender under this Agreement, as the same may be terminated or reduced from time to time in accordance with the terms of this Agreement.

"Term Loan Increase" has the meaning specified therefor in Section 2.13(a).

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"Term Loan Lender" means a Lender with a Term Loan Commitment or a Term Loan.

"Term SOFR" means,

(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period for such SOFR Loan on the day (such day, the "Periodic Term SOFR Determination Day") that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the "ABR Term SOFR Determination Day") that is two U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three U.S. Government Securities Business Days prior to such ABR SOFR Determination Day.

"Term SOFR Adjustment" means, for any calculation with respect to an ABR Loan or a SOFR Loan, a percentage per annum as set forth below for the applicable Type of such Loan and (if applicable) Interest Period therefor:

ABR Loans:

0.11448%

SOFR Loans:

Interest Period	Percentage
One month	0.11448%
Three months	0.26161%
Six months	0.42826%

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"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.

"Title Insurance Policy" means a mortgagee's loan policy, in form and substance reasonably satisfactory to the Collateral Agent, together with all endorsements made from time to time thereto, issued to the Collateral Agent by or on behalf of a title insurance company selected by or otherwise reasonably satisfactory to the Collateral Agent, insuring the Lien created by a Mortgage in an amount no greater than one hundred twenty (120%) percent of the fair market value of such property (as reasonably estimated by the Borrower) and with such endorsements reasonably satisfactory to the Collateral Agent (other than a zoning 3.1 endorsement).

"Total Indebtedness" means, with respect to any Person, all Indebtedness of such Person and its Restricted Subsidiaries for borrowed money (excluding any Indebtedness listed on Schedule 7.02(b) (other than any Permitted Refinancing Indebtedness in respect thereof)).

"Total Net Leverage Ratio" means, with respect to any Person for any period, the ratio of (a) Total Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis outstanding as of the end of such period, minus Unrestricted Cash of such Person and its Restricted Subsidiaries to (b) Consolidated EBITDA of such Person and its Restricted Subsidiaries for the period of four consecutive Fiscal Quarters then last ended for which financial statements have been (or were required to be) delivered pursuant to Section 7.01(a)(ii) or Section 7.01(a)(iii), as applicable. Unless otherwise specified, references to the "Total Net Leverage Ratio" herein shall mean the Total Net Leverage Ratio of Holdings, the Borrower and their respective Restricted Subsidiaries.

"Total Term Loan Commitment" means the sum of the amounts of the Lenders' Term Loan Commitments. As of the Closing Date, the Total Term Loan Commitments iswas $516,000,000.00.

"Transactions" means, collectively, (i) the execution, delivery and performance of the Loan Documents, (ii) the consummation of the Payoff, (iii) the issuance of the Senior Secured Notes and (iv) the payment of all fees and expenses to be paid and owing in connection with the foregoing.

"Transformative Acquisition" means any Acquisition by Holdings, the Borrower or any of its Restricted Subsidiaries that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such Acquisition or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such Acquisition, would not provide Holdings, the Borrower and its Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as reasonably determined by the Borrower acting in good faith.

"Transformative Disposition" means any Disposition by Holdings, the Borrower or any of its Restricted Subsidiaries that is either (a) not permitted by the terms of this Agreement

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immediately prior to the consummation of such Disposition or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such Disposition, would not provide Holdings, the Borrower and its Restricted Subsidiaries with a durable capital structure following such consummation, as reasonably determined by the Borrower acting in good faith.

"Type", when used in ~~respect of~~reference to any Loan or Borrowing, refers to whether the ~~Rate by reference to which~~rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined~~. For purposes hereof, the term "~~Rate~~" includes the~~ by reference to Adjusted ~~LIBO Rate and~~Term SOFR or the Alternate Base Rate.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

"UK Resolution Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

"Unadjusted Benchmark Replacement" has the meaning specified therefor in Section 2.08.

"Uniform Commercial Code" or "UCC" has the meaning specified therefor in Section 1.05.

"Unrestricted Cash" means, with respect to any Person as at any date of determination, all cash and Cash Equivalents of such Person and its Restricted Subsidiaries other than cash and Cash Equivalents that would be designated as restricted on the consolidated balance sheet of such Person and its Restricted Subsidiaries prepared in accordance with GAAP.

"Unrestricted Subsidiary" means (a) any Subsidiary that is designated as an Unrestricted Subsidiary by the Borrower pursuant to Article VIII subsequent to the Closing Date and (b) any Subsidiary of an Unrestricted Subsidiary.

"Unrestricted Subsidiary Reconciliation Statement" means, with respect to any consolidated balance sheet or statement of operations and retained earnings and or statement of cash flows of Holdings and its consolidated Subsidiaries, such financial statement (in substantially the same form) prepared on the basis of consolidating the accounts of Holdings, the Borrower and the Restricted Subsidiaries and treating Unrestricted Subsidiaries as if they were not consolidated with Holdings and otherwise eliminating all accounts of Unrestricted Subsidiaries, together with an explanation of reconciliation adjustments in reasonable detail.

"U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

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"U.S. Person" means any Person that is a "United States Person" as defined in Section 7701(a)(30) of the Internal Revenue Code.

"U.S. Special Resolution Regimes" has the meaning specified therefor in Section 12.26.

"U.S. Tax Compliance Certificate" has the meaning specified therefor in Section 2.09(d)(ii)(B)(3).

"USA PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (PATRIOT) Act of 2001 (Title III of Pub. L. 107-56, Oct. 26, 2001) as amended by the USA Patriot Improvement and Reauthorization Act of 2005 (Pub. L. 109-177, March 9, 2006) and as the same may have been or may be further renewed, extended, amended, or replaced.

"WARN" has the meaning specified therefor in Section 6.01(p).

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

"Withholding Agent" means any Loan Party and the Administrative Agent.

"Working Capital" means, at any date of determination thereof, (a) the sum, for any Person and its Restricted Subsidiaries, of (i) the unpaid face amount of all Accounts of such Person and its Restricted Subsidiaries as at such date of determination, plus (ii) the aggregate amount of prepaid expenses and other current assets of such Person and its Restricted Subsidiaries as at such date of determination (other than cash, Cash Equivalents and any Indebtedness owing to such Person or any of its Restricted Subsidiaries by Affiliates of such Person), minus (b) the sum, for such Person and its Restricted Subsidiaries, of (i) the unpaid amount of all accounts payable of such Person and its Restricted Subsidiaries as at such date of determination, plus (ii) the aggregate amount of all accrued expenses of such Person and its Restricted Subsidiaries as at such date of determination (other than the current portion of long-term debt and lease liabilities and all accrued interest and taxes).

"Write-Down and Conversion Powers" means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to

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suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

Section 1.03 Certain Matters of Construction. A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in writing by the Required Lenders. Any Lien referred to in this Agreement or any other Loan Document as having been created in favor of any Agent, any agreement entered into by any Agent pursuant to this Agreement or any other Loan Document, any payment made by or to or funds received by any Agent pursuant to or as contemplated by this Agreement or any other Loan Document, or any act taken or omitted to be taken by any Agent, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of the Agents and the Lenders. Wherever the phrase "to the knowledge of any Loan Party" or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to (i) the actual knowledge of a senior officer of any Loan Party or (ii) the knowledge that a senior officer would have obtained if such officer had engaged in good faith and diligent performance of such officer's duties, including the making of such reasonably specific inquiries as may be necessary of the employees or agents of such Loan Party and a good faith attempt to ascertain the existence or accuracy of the matter to which such phrase relates. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or

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similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

Section 1.04 Pro Forma Calculations.

(a) Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.04.

(b) In the event that the Borrower or any of its Restricted Subsidiaries redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the applicable period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable period.

(c) With respect to any period during which any Permitted Acquisition or any Disposition of material assets outside the ordinary course of business occurs, financial ratios and tests (including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio) pursuant to this Agreement shall be calculated giving pro forma effect to such Permitted Acquisition or Disposition, as if the same had occurred on the first day of the applicable period.

Section 1.05 Accounting and Other Terms.

(a) Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given it under GAAP. For purposes of determining compliance with any incurrence or expenditure tests set forth in Section 7.01 and Section 7.02, any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, on such other basis as is reasonably satisfactory to the Administrative Agent (acting at the written direction of the Required Lenders) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the exchange rates (as shown on the Bloomberg currency page for such currency or, if the same does not provide such exchange rate, by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent or, in the event no such service is selected, on such other basis as is reasonably satisfactory to the Administrative Agent (acting at the written direction of the Required Lenders)) as in effect on the date of any new incurrence or expenditures

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made under any provision of any such Section that regulates the Dollar amount outstanding at any time). Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of Holdings and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. Notwithstanding anything to the contrary contained in this Section 1.05(a) or in the definitions of "Capitalized Lease" or "Capitalized Lease Obligations", any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02 , Leases (Topic 842) (“"FAS 842”"), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a Capitalized Lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, shall not result in such lease being considered a Capitalized Lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

(b) All terms used in this Agreement which are defined in Article 4, Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the "Uniform Commercial Code" or the "UCC") and which are not otherwise defined herein shall have the same meanings herein as set forth therein, provided that terms used herein which are defined in the Uniform Commercial Code as in effect in the State of New York on the Closing Date shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as any Agent may otherwise determine.

Section 1.06 Time References. Unless otherwise indicated herein, all references to time of day refer to Eastern Standard Time or Eastern daylight saving time, as in effect in New York City on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding"; provided, however, that with respect to a computation of fees or interest payable to any Secured Party, such period shall in any event consist of at least one full day.

Section 1.07 Limited Conditions Transaction. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio, the amount or availability of any basket based on Consolidated EBITDA or Consolidated Net Income, or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Conditions Transaction, the date of determination of such ratio, the amount or availability of any basket based on Consolidated EBITDA or Consolidated Net Income, and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, shall, at the option of the Borrower (the Borrower’'s election to exercise such option in connection with any Limited Conditions Transaction, an “"LCT Election”"), be deemed to be the date the definitive agreements for such Limited Conditions Transaction are entered into (the “"LCT Test Date”") and if, after such ratios and other provisions are measured on a pro forma basis after giving effect to such Limited Conditions Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they

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occurred at the beginning of the applicable test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratios and provisions, then such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios or other provisions are exceeded (or, in the case of the financial covenant in Section 7.03, is not reached) as a result of fluctuations in such ratio or other provision (including due to fluctuations in Consolidated EBITDA of the Borrower and the Restricted Subsidiaries) at or prior to the consummation of the relevant Limited Conditions Transaction, such ratios and other provisions will not be deemed to have been exceeded (or, in the case of the financial covenant in Section 7.03, not reached) as a result of such fluctuations solely for purposes of determining whether the Limited Conditions Transaction is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Conditions Transaction or related Specified Transactions. If the Borrower has made an LCT Election for any Limited Conditions Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Conditions Transaction is consummated or the date that the definitive agreement for such Limited Conditions Transaction is terminated or expires without consummation of such Limited Conditions Transaction, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a pro forma basis assuming such Limited Conditions Transaction and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided that any Consolidated EBITDA and Consolidated Net Income attributable to the target of such Limited Conditions Transaction can only be used in the determination of the relevant ratios and baskets if and when such Limited Conditions Transaction has closed.

Section 1.08 Cashless Rolls.

Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, any Lender may exchange, continue or roll over all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

Section 1.09 Rates.

The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate

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(including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

ARTICLE II

THE LOANS

Section 2.01 Commitments; Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth in Article VI, each Term Loan Lender severally agrees to make its portion of the Term Loan to be advanced on the Closing Date to the Borrower on the Closing Date, in an aggregate principal amount not to exceed the amount of such Lender's Term Loan Commitment.

(b) Notwithstanding the foregoing, the aggregate principal amount of the Term Loan made on the Closing Date shall not exceed the Total Term Loan Commitment. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed.

(c) Subject to Section 2.08, each Borrowing shall be comprised entirely of ABR Loans or ~~Eurodollar~~SOFR Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(d) At the commencement of each Interest Period for any ~~Eurodollar~~SOFR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that a ~~Eurodollar~~SOFR Borrowing that results from a continuation of an outstanding ~~Eurodollar~~SOFR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eight (8) (or such greater number as may be agreed to by the Administrative Agent) ~~Eurodollar~~SOFR Borrowings outstanding.

(e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert to or continue, any ~~Eurodollar~~SOFR Borrowing of any Class if the Interest Period requested with respect thereto would end after the Final Maturity Date applicable thereto.

Section 2.02 Making the Loans. With respect to the making of Loans:

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(a) The Borrower shall give the Administrative Agent prior written notice substantially in the form of Exhibit C hereto (a "Notice of Borrowing"), (x) in the case of a ~~Eurodollar~~SOFR Borrowing, not later than 12:00 p.m. on the date which is three U.S. Government Securities Business Days' prior to the date of the proposed Borrowing (or such shorter period as may be acceptable to the Administrative Agent) and (y) in the case of an ABR Borrowing, not later than 12:00 p.m. on the date which is one Business Day prior to the date of the proposed Borrowing (or such shorter period as may be acceptable to the Administrative Agent). Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the proposed Borrowing, (ii) whether the proposed Borrowing will be an ABR Borrowing or a ~~Eurodollar~~SOFR Borrowing, (iii) in the case of a ~~Eurodollar~~SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of “"Interest Period”", (iv) wire instructions for the account of the Borrower into which such funds should be deposited, and (v) the proposed borrowing date, which must be a Business Day. The Administrative Agent and the Lenders may act without liability upon the basis of written, emailed or telecopied notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer's authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

(b) Each Notice of Borrowing pursuant to this Section 2.02 shall be irrevocable and the Borrower shall be bound to make a Borrowing in accordance therewith.

(c) Except as otherwise provided in this Section 2.02(c), the Loans of any Class under this Agreement shall be made by the Lenders of such Class simultaneously and proportionately to their respective Pro Rata Shares of the Commitments of the applicable Class; it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender's obligations to make a Loan requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender's obligation to make a Loan requested hereunder, and each Lender shall be obligated to make the Loans required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Not later than 1:00 p.m., New York City time, on the borrowing date, each Lender shall deliver to the account of the Borrower specified in the Notice of Borrowing an amount in immediately available funds equal to the such Lender's Pro Rata Share of the Loan to be made by the Lenders.

(d) If no election as to the Type of Borrowing is specified in the applicable Notice of Borrowing, then the requested Loan shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested ~~Eurodollar~~SOFR Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’'s duration.

Section 2.03 Repayment of Term Loans; Evidence of Debt.

(a) Commencing with the second full Fiscal Quarter ending after the Closing Date, on the last Business Day of each Fiscal Quarter, the Borrower shall repay a portion

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of the Term Loan in an aggregate principal amount equal to the Amortization Installment Amount. Subject to adjustment as provided below, the Borrower shall repay Incremental Term Loans of any series in such amounts and on such date or dates as shall be specified therefor in the Incremental Facility Amendment establishing the Incremental Term Commitments of such series. Any prepayment of Loans of any Class shall be applied to reduce the amount of the scheduled repayment of the Loans of such Class to be made on the Final Maturity Date and thereafter shall be applied to the remaining scheduled repayments of such Loans in reverse chronological order of maturity; provided that any prepayment of Incremental Term Loans of any series shall be applied to subsequent scheduled repayments as provided in the applicable Incremental Facility Amendment. All repayments of Loans pursuant to this Section 2.03(a) shall be accompanied by accrued but unpaid interest on the amounts repaid.

(b) The outstanding principal amount of (i) the Term Loan, and all accrued and unpaid interest thereon, shall be due and payable on the earlier of (A) the Final Maturity Date for the Term Loan and (B) the date on which the Term Loan is declared due and payable pursuant to the terms of this Agreement and (ii) the Incremental Term Loans of any series, and all accrued and unpaid interest thereon, shall be due and payable on the earlier of (A) the Final Maturity Date for the Incremental Term Loans of such series and (B) the date on which the Incremental Term Loans of such series are declared due and payable pursuant to the terms of this Agreement.

(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of the Loans made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(e) The entries made in the accounts maintained pursuant to Section 2.03(c) or Section 2.03(d) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that (i) the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement and (ii) in the event of any conflict between the entries made in the accounts maintained pursuant to Section 2.03(c) and the accounts maintained pursuant to Section 2.03(d), the accounts maintained pursuant to Section 2.03(d) shall govern and control.

(f) Any Lender may request that Loans made by it be evidenced by a promissory note substantially in the form of Exhibit D hereto. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit D hereto. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after

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assignment pursuant to 12.07) be represented by one or more promissory notes in such form payable to the payee named therein.

Section 2.04 Interest.

(a) [Reserved].

(b) Interest Rate. The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. The Loans comprising each ~~Eurodollar~~SOFR Borrowing shall bear interest at the Adjusted ~~LIBO Rate~~Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Default Interest. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% per annum plus the rate applicable to ABR Loans as provided in paragraph (b) of this Section. Payment or acceptance of the increased rates of interest provided for in this paragraph (c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of the Administrative Agent or any Lender.

(d) Interest Payment. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of a ~~Eurodollar~~SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) General. All interest hereunder shall be computed on the basis of a year of 360 days~~, except that~~ (or in the case of interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day; provided ~~that, if a Loan, or a portion thereof, is repaid on the same day on which such Loan is made, one day’s~~). All interest hereunder on any Loan shall ~~accrue~~be computed on ~~the portion~~a daily basis based upon the outstanding principal amount of such Loan ~~so prepaid)~~as of the applicable date of determination. The applicable Alternate Base Rate or Adjusted ~~LIBO Rate~~Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

(f) Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right (in consultation with the Borrower) to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such

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Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

(g) Inability to Determine Rates. Subject to Section 2.08, if, on or prior to the first day of any Interest Period for any SOFR Loan:

(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof, or

(ii) the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.11. Subject to Section 2.08, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that Adjusted Term SOFR cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of "Alternate Base Rate" until the Administrative Agent revokes such determination.

Section 2.05 Termination of Commitment; Prepayment of Term Loans.

(a) Termination of Commitments. The Total Term Loan Commitment shall terminate at 5:00 p.m. on the Closing Date.

(b) Optional Prepayment.

(i) [Reserved].

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(ii) Optional Prepayments of Loan. The Borrower may, at any time and from time to time, upon at least 3 Business Days' prior written notice prior to 12:00 p.m. New York Time to the Administrative Agent, prepay the principal of the Loans of any Class, in whole or in part, at par plus accrued and unpaid interest to, but not including, the date of prepayment but without any premium or penalty (except as provided in clause (iv) below). Each prepayment notice delivered pursuant to this Section 2.05(b)(ii) shall be irrevocable (except that such notice may be conditioned on the closing of a replacement financing facility, in which case such notice may be revoked or extended by the Borrower if any such condition is not satisfied prior to the date of the applicable prepayment).

(iii) Termination of Agreement. The Borrower may, upon at least 3 days' prior written notice prior to 12:00 p.m. New York Time to the Administrative Agent, terminate this Agreement by paying to the Administrative Agent, in cash, the Obligations (but excluding any Contingent Indemnity Obligations) in full; provided that such notice may provide that it is conditioned upon the consummation of other financing or the consummation of a sale of Equity Interests, in which case, such notice may be revoked or extended by the Borrower if any such condition is not satisfied prior to the date of termination of this Agreement in such notice. If the Borrower has sent a notice of termination pursuant to this Section 2.05(b)(iii), then the Lenders' obligations to extend credit hereunder shall terminate and the Borrower shall be obligated to repay the Obligations (but excluding any Contingent Indemnity Obligations) in full on the date set forth in such notice (except as revoked or extended as provided above).

(iv) Prepayment Premium. If any Repricing Event occurs on or prior to the date occurring twelve months after the Closing Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term Loans that are subject to such Repricing Event, a fee in an amount equal to 1.00% of the aggregate principal amount of the Term Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event.

(i) Within 5 Business Days after the delivery to the Agents and the Lenders of financial statements pursuant to Section 7.01(a)(iii), commencing with the delivery to the Agents and the Lenders of the financial statements for the first Fiscal Year ending after the Closing Date or, if such financial statements are not delivered to the Agents and the Lenders on the date such statements are required to be delivered pursuant to Section 7.01(a)(iii), on the date such statements are required to be delivered to the Agents and the Lenders pursuant to Section 7.01(a)(iii), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to the amount by which (x) the aggregate amount of the cash and Cash Equivalents on-hand at Holdings, the Borrower and its Restricted Subsidiaries as of the last day of such Fiscal Year exceeds (y) $100,000,000.

(ii) Within 5 Business Days after any Sale and Leaseback Transaction or any Disposition (excluding Dispositions which qualify as Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (g), (h), (i) (but only to the extent the fair market value of such property does not exceed $100,000 per such Disposition or series of related Dispositions) or (j) of the definition of "Permitted Disposition") by any Loan Party or its Restricted Subsidiaries

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(other than Sale and Leaseback Transactions and Dispositions resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single Sale and Leaseback Transaction or Disposition), the Borrower shall prepay the outstanding principal amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such Sale and Leaseback Transaction or Disposition, as applicable. Nothing contained in this Section 2.05(c)(ii) shall permit any Loan Party or any of its Restricted Subsidiaries to make a Sale and Leaseback Transaction or Disposition of any property other than in accordance with Section 7.02(f) or Section 7.02(c)(ii), as applicable.

(iii) Within 1 Business Day after the issuance or incurrence by any Loan Party or any of its Restricted Subsidiaries of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the outstanding amount of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith. The provisions of this Section 2.05(c)(iii) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement.

(iv) Within 5 Business Days after the receipt by any Loan Party or any of its Restricted Subsidiaries of any Extraordinary Receipts (other than any casualty or condemnation event resulting in aggregate Net Cash Proceeds not exceeding $250,000 in the case of any single casualty or condemnation event), the Borrower shall prepay the outstanding principal of the Loans in accordance with Section 2.05(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith.

(v) Notwithstanding the foregoing, with respect to Net Cash Proceeds received by any Loan Party or any of its Restricted Subsidiaries in connection with the receipt of Net Cash Proceeds of a Disposition or the receipt of Net Cash Proceeds in respect of Extraordinary Receipts consisting of insurance proceeds or condemnation awards that are required to be used to prepay the Obligations pursuant to Section 2.05(c)(ii) or Section 2.05(c)(iv), respectively, shall not be required to be so used to prepay the Obligations to the extent that such Net Cash Proceeds are used to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Restricted Subsidiaries or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) (a "Permitted Use"); provided that (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) the Borrower delivers a certificate to the Administrative Agent within 5 Business Days after the receipt of such Net Cash Proceeds stating that such Net Cash Proceeds shall be used for a Permitted Use within a period specified in such certificate not to exceed twelve months after the date of receipt of such Net Cash Proceeds (or within a period of six months thereafter if by the end of such initial twelve-month period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to effect a Permitted Use), which certificate shall set forth estimates of the Net Cash Proceeds to be so expended, (C) upon the earlier of (1) the expiration of the period specified in the relevant certificate furnished to the Administrative Agent pursuant to clause (B) above or (2) the occurrence of a Default or an Event of Default, such Net Cash Proceeds, if not theretofore so used, shall be used to prepay the Obligations in accordance with Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable and (D) if, as of the last day of the most recently ended Fiscal Quarter,

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the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is greater than 2.00 to 1.00, then the aggregate amount of Net Cash Proceeds applied to Permitted Uses in accordance with this clause (v) for the period beginning on the last day of such Fiscal Quarter and ending on the last day of the fourth Fiscal Quarter ending thereafter shall not exceed $25,000,000; provided that the limitation in this clause (D) shall (x) cease to apply with respect to such period of four consecutive Fiscal Quarters if, on the last day of any subsequent Fiscal Quarter ending during such period, the Total Net Leverage Ratio, recomputed on a pro forma basis as of the last day of such Fiscal Quarter, is less than or equal to 2.00 to 1.00, and the limitation in this clause (D) shall not subsequently apply to any period of four consecutive Fiscal Quarters unless the condition specified in this clause (D) occurs and (y) not prevent any Loan Party or Restricted Subsidiary from giving effect to any such application for a Permitted Use to which such Loan Party or Restricted Subsidiary committed if, at the time of such commitment, such Loan Party or Restricted Subsidiary would have been permitted to apply the Net Cash Proceeds for such Permitted Use without violating this clause (D).

(vi) Notwithstanding any other provisions of this Section 2.05, (A) to the extent that any or all of the Net Cash Proceeds or, in the case of clause (i) of this Section 2.05, other cash amounts attributable to Foreign Subsidiaries are prohibited or delayed by applicable local law from being distributed to the Borrower, the portion of such Net Cash Proceeds or other cash amounts so affected will not be required to be applied to repay Loans at the times provided in this Section 2.05 but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit distribution to any Loan Party (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution), and once any of such affected Net Cash Proceeds or other cash amounts that, in each case, would otherwise be required to be used to prepay Loans pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, is permitted under the applicable local law to be distributed to any Loan Party, such distribution will be promptly made and such distributed Net Cash Proceeds or other cash amounts will be promptly (and in any event not later than two Business Days after such distribution) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to the applicable clause of this Section 2.05 and (B) to the extent that the Borrower has determined in good faith that distribution to the Borrower of any of or all the Net Cash Proceeds or other cash amounts attributable to Foreign Subsidiaries would have material adverse tax consequences to the Borrower and its Restricted Subsidiaries, such Net Cash Proceeds or other cash amounts so affected may be retained by the applicable Foreign Subsidiary; provided that, in the case of this clause (B), to the extent that within 12 months of the applicable prepayment event, the repatriation to the Borrower of any Net Cash Proceeds or other cash amounts attributable to any such Foreign Subsidiary would no longer have material adverse tax consequences, such Foreign Subsidiary shall promptly repatriate an amount equal to such Net Cash Proceeds or such other cash amounts, less applicable tax paid by the Borrower or any of its Restricted Subsidiaries in respect thereof, to the Administrative Agent, which amount shall be applied to the pro rata prepayment of the Loans in accordance with this Section 2.05.

(d) Application of Payments. In the event of any mandatory prepayment of Loans made at a time when Loans of more than one Class remain outstanding, the Borrower shall select Loans to be prepaid so that the aggregate amount of such prepayment is allocated between the Term Loans and, to the extent provided in the Incremental Facility

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Amendment for any Class of Incremental Term Loans, the Loans of such Class, pro rata based on the aggregate principal amount of outstanding Loans of each such Class. Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall, if directed in writing by the Required Lenders, apply payments in respect of any Obligations in accordance with Section 4.03(b), and apply prepayments required under Section 2.05(c) in the manner set forth in Section 4.03(b). Notwithstanding anything herein to the contrary, if at the time of any required prepayment of the Loans pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), the Borrower has outstanding any Incremental Equivalent Indebtedness (which term, solely for purposes of this Section 2.5(d), shall include the Senior Secured Notes) that is secured on a pari passu basis (but without regard to control of remedies) with the Obligations that, by its terms, requires the Borrower to offer to the holders thereof to repurchase or prepay such Incremental Equivalent Indebtedness with the Net Cash Proceeds or, in the case of Section 2.05(c)(i), other cash amounts that would otherwise be required to so prepay the Loans (such Incremental Equivalent Indebtedness required to be offered to be so repurchased or prepaid, “"Other Applicable Indebtedness”"), then the Borrower may apply such Net Cash Proceeds or such other cash amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds or other cash amounts allocated to Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds or other cash amounts required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds or other cash amounts shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would otherwise have been required pursuant to Section 2.05(c)(i), Section 2.05(c)(ii) or Section 2.05(c)(iv), as applicable, shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness purchased, the declined amount shall promptly (and in any event within three Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof.

(e) Interest and Fees. Any prepayment made pursuant to this Section 2.05 shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment.

(f) Cumulative Prepayments. Except as otherwise expressly provided in this Section 2.05, payments with respect to any subsection of this Section 2.05 are in addition to payments made or required to be made under any other subsection of this Section 2.05.

(g) [Reserved].

(h) Intercreditor Agreements. Notwithstanding anything in this Section 2.05 to the contrary, in the event that the provisions of any Permitted Pari Passu Intercreditor Agreement provide that a portion of the proceeds of any mandatory prepayment event be allocated among the parties to such Permitted Pari Passu Intercreditor Agreement, the amount of Loans required to be prepaid pursuant to this Section 2.05 shall be reduced by the amount required to be allocated to creditors of Holdings other than the Lenders.

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Section 2.06 Fees. As and when due and payable under the terms of the Agent Fee Letter, the Borrower shall pay the fees set forth in the Agent Fee Letter.

Section 2.07 Interest Elections.

(a) Each Borrowing initially shall be of the Type specified in the applicable Notice of Borrowing and, in the case of a ~~Eurodollar~~SOFR Borrowing, shall have an initial Interest Period as specified in such Notice of Borrowing. Thereafter, the Borrower may elect to convert such Borrowing to a Borrowing of a different Type or to continue such Borrowing and, in the case of a ~~Eurodollar~~SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by the time that a Notice of Borrowing would be required under Section 2.02 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and shall be signed by an Authorized Officer of the Borrower.

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a ~~Eurodollar~~SOFR Borrowing; and

(iv) if the resulting Borrowing is to be a ~~Eurodollar~~SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of "Interest Period".

If any such Interest Election Request requests a ~~Eurodollar~~SOFR Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.

(d) Promptly following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of such Lender's portion of each resulting Borrowing.

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(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a ~~Eurodollar~~SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a ~~Eurodollar~~SOFR Borrowing for an additional Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default under clause (f) or (g) of Section 9.01 has occurred and is continuing with respect to Holdings or the Borrower, or if any other Event of Default has occurred and is continuing and the Administrative Agent, at the request of a Majority in Interest of the Lenders of any Class, has notified the Borrower of the election to give effect to this sentence on account of such other Event of Default, then, in each such case, so long as such Event of Default is continuing, (i) no outstanding Borrowing (or Borrowing of the applicable Class, as applicable) may be converted to or continued as a ~~Eurodollar~~SOFR Borrowing and (ii) unless repaid, each ~~Eurodollar~~SOFR Borrowing (or ~~Eurodollar~~SOFR Borrowing of the applicable Class, as applicable) shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.08 Alternate Rate of Interest.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, ifupon the occurrence of a Benchmark Transition Event ~~or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of~~, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark~~, then (x) if~~ with a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting. Any such amendment with respect to a Benchmark Transition Event will become effective at ~~or after~~ 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the ~~date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document~~Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such ~~Benchmark Replacement~~amendment from Lenders comprising the Required Lenders. If (i) a Benchmark Replacement Date has occurred for the LIBO Rate and the applicable Benchmark Replacement on such Benchmark Replacement Date for the LIBO Rate is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion) provide

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the Borrower and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance No replacement of a Benchmark with ~~clause (a)(1) of the definition of “~~a Benchmark Replacement~~” under~~ pursuant to this Section 2.08; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (a)(1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clauses (1) or (2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) and (ii) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any Loan Document in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.08 shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (1) of the definition of “Benchmark Replacement”, including the provisions set forth in clauses (b) and (f) of this Section 2.08 will occur prior to the applicable Benchmark Transition Start Date.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right (in consultation with the Borrower) to make ~~Benchmark Replacement~~ Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such ~~Benchmark Replacement~~ Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark ~~Transition Event and its related Benchmark~~ Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement ~~Conforming Changes,~~. The Administrative Agent will notify the Borrower of (~~iii~~x) the removal or reinstatement of any tenor of a Benchmark pursuant to ~~clause~~ Section 2.08(d) ~~below~~ and (ivy) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.08 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.08, including any determination with respect to a tenor, rate or adjustment or of the

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occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.08.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR ~~or the LIBO~~Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be ~~no longer~~ representative, then the Administrative Agent may modify the definition of "Interest Period" (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will ~~no longer~~not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “"Interest Period”" (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’'s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a ~~Eurodollar~~SOFR Borrowing of, conversion to or continuation of ~~Eurodollar~~SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. During ~~any~~a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.

~~(f)~~ Disclaimer. ~~The Administrative Agent does not warrant or accept~~ ~~any~~ ~~responsibility for, and shall not have any liability with respect to~~ ~~(i) the administration, submission~~ ~~or any other matter related to~~ the London interbank offered rate or other rates in the definition of “Eurodollar” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement implemented hereunder), (ii) ~~the composition or characteristics of any such~~ ~~Benchmark Replacement, including whether it is similar to, or produces~~ ~~the same value or economic equivalence~~ ~~to, the LIBO Rate (or any other Benchmark)~~ ~~or have the same volume or liquidity as~~ did the LIBO Rate (or any other Benchmark), (iii) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 2.08, including whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery

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or non-delivery of any notices required by paragraph (e) of this Section 2.08 or otherwise in accordance herewith, and (iv) the effect of any of the foregoing provisions of this Section 2.08.

(f) ~~(g)~~ Certain Defined Terms. As used in this Section 2.08:

"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark or(or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark~~, as applicable,~~ (or component thereof) that is or may be used for determining ~~the length of an~~ ~~Interest Period~~any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of "Interest Period" pursuant to paragraph (e) of this Section 2.08.

"Benchmark" means, initially, the ~~LIBO~~Term SOFR Reference Rate; provided that if a Benchmark Transition Event~~, or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have~~ has occurred with respect to the ~~LIBO~~Term SOFR Reference Rate or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to paragraph (b) of this Section 2.08.

"Benchmark Replacement" means, for any Available Tenor, ~~the first alternative set forth~~ ~~in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:~~

~~(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;~~

~~(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; and~~

~~(3)~~ the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement ~~for~~to the then-current Benchmark for ~~U.S. dollar~~Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, ~~in the case of clause (1),~~if such ~~Unadjusted~~ Benchmark Replacement ~~is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion.~~

~~If the Benchmark Replacement as~~as so determined ~~pursuant to clause (1), (2) or (3) above~~ would be less than the Floor, ~~the~~such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

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"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:

(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent: (a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; and (b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

~~(2) for purposes of clause (3) of the definition of “Benchmark Replacement,”~~, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (ia) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (iib) any evolving or then- prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for ~~U.S. dollar~~ Dollar-denominated syndicated credit facilities;

provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "ABR," the definition of "Business Day," the definition of "Interest Period," ~~timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices,~~ ~~length of lookback periods, the applicability of~~ breakage provisions, the formula for calculating any successor rates identified pursuant to the definition of "Benchmark Replacement", the formula, methodology or convention for applying the successor Floor to the successor Benchmark Replacement and other technical, administrative or operational matters) that the Administrative Agent ~~decides may be appropriate to reflect the adoption and implementation of~~ ~~such Benchmark Replacement and to permit the~~ administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of ~~such Benchmark Replacement~~ ~~exists, in such other manner of administration as~~

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~~the Administrative Agent~~ ~~decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents)~~ at such time.

"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “"Benchmark Transition Event,”" the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2) in the case of clause (3) of the definition of “"Benchmark Transition Event,”" the first date ofon which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the ~~public~~most recent statement or publication ~~of information~~ referenced ~~therein; or~~

(3) in the case of an Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lendersin such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, ~~(i) if the event giving rise to the~~ the "Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date”" will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely,; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with

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jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely,; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are ~~no longer~~not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

"Benchmark Transition Start Date" means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

"Benchmark Unavailability Period" means the period (if any) (xa) beginning at the time that a Benchmark Replacement Date ~~pursuant to clauses (1) or (2) of that definition~~ has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section ~~titled "Benchmark Replacement Setting"~~2.08 and (yb) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.08.

"Corresponding Tenor", with respect to any Available Tenor, means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

"Daily Simple SOFR" means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining "Daily Simple SOFR" for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.

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"Early Opt-in Election~~" means, if the then-current Benchmark is the LIBO Rate, the occurrence of the following on or after December 31, 2020:~~

(1) a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities in the U.S. syndicated loan market at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Administrative Agent and the Borrower to trigger a fallback from the LIBO Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.

"Floor" means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

"Reference Time" with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the LIBO Rate, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not the LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.

"Relevant Governmental Body" means the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto.

"SOFR" means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

"SOFR Administrator~~" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).~~

"SOFR Administrator’s Website~~" means the website of the Federal Reserve Bank of New York, currently at~~ ~~xxxx://xxx.xxxxxxxxxx.xxx,~~ ~~or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.~~

"Term SOFR" means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

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"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

Section 2.09 Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any and all Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of any Withholding Agent) requires the deduction or withholding of any Taxes from or in respect of any such payment, (i) the applicable Withholding Agent shall make such deduction or withholding (for which it shall have no liability), (ii) the applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law and (iii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased by the amount (an "Additional Amount") necessary such that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.09) the applicable Recipient receives the amount equal to the sum it would have received had no such deduction or withholding been made.

(b) In addition, each Loan Party shall pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes, or at the option of the Administrative Agent timely reimburse it for the payment of any Other Taxes by any Secured Party. Each Loan Party shall deliver to the Administrative Agent official receipts in respect of any Taxes or Other Taxes payable hereunder as promptly as practicable after payment of such Taxes or Other Taxes.

(c) The Loan Parties hereby jointly and severally indemnify and agree to hold each Secured Party harmless from and against Indemnified Taxes (including Indemnified Taxes imposed on any amounts payable under this Section 2.09) paid or payable by such Secured Party or required to be withheld or deducted from a payment to such Secured Party and any expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which any such Person makes written demand therefore specifying in reasonable detail the nature and amount of such Indemnified Taxes. A certificate as to the amount of such payment or liability delivered to the Borrower by a Secured Party (with a copy to the Administrative Agent) or by the Administrative Agent on its own behalf or on behalf of another Secured Party shall be conclusive absent manifest error.

(d) (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such

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documentation (other than such documentation set forth in Section 2.09(d)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Lender that is not a U.S. Person (a "Foreign Lender") shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "interest" article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the "business profits" or "other income" article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit 2.09(d)-1 hereto to the effect that such Foreign Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a "10 percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Internal Revenue Code (a "U.S. Tax Compliance Certificate") and (y) executed copies of IRS Form W-8BEN or W-8BEN-E; or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.09(d)-2 or Exhibit 2.09(d)-3, IRS Form W-9, or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest

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exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 2.09(d)-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may

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AMENDMENT NO. 1 dated as of January 31, 2022 (this “Amendment”), to the FIRST LIEN CREDIT AGREEMENT dated as of October 15, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit...